UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                      ----------------------------------

                                    FORM 10-Q

|X|       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1997

                                       OR

|_|        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

            For the transition period from ______ to _______ .


                            Commission File Number:  0-14857


                 PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP
                 ---------------------------------------------------
            (Exact name of registrant as specified in its charter)


            Virginia                                           04-2866287
            --------                                           ----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)


265 Franklin Street, Boston, Massachusetts                         02110
------------------------------------------                         -----
(Address of principal executive offices)                           (Zip Code)


Registrant's telephone number, including area code  (617) 439-8118
                                                    --------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes |X| . No |_| .

<PAGE>


            PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                        CONSOLIDATED BALANCE SHEETS
             December 31, 1997 and March 31, 1997 (Unaudited)
                              (In thousands)

                                  ASSETS
                                                December 31      March 31
                                                -----------      --------
Operating investment properties:
   Land                                         $  5,390         $  3,962
   Building and improvements                      33,155           28,322
                                                --------         --------
                                                  38,545           32,284
   Less accumulated depreciation                 (14,723)         (10,823)
                                                --------         --------
                                                  23,822           21,461

Investments in unconsolidated joint ventures      24,569           22,525
Cash and cash equivalents                          3,647            4,325
Prepaid expenses                                       -               13
Accounts receivable                                  424              139
Accounts receivable - affiliates                     305              260
Deferred rent receivable                             153              353
Other assets                                         697                -
Deferred expenses, net                               858              660
                                                --------         --------
                                                $ 54,475         $ 49,736
                                                ========         ========

                     LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses           $    532         $    474
Net advances from consolidated ventures              185                -
Interest payable                                     900               60
Bonds payable                                      1,472            1,503
Mortgage notes payable                            14,791            9,649
Note payable to co-venture partner                   134                -
Co-venturer's share of net assets of
  consolidated joint venture                         187              187
Partners' capital                                 36,274           37,863
                                                --------         --------
                                                $ 54,475         $ 49,736
                                                ========         ========



                          See accompanying notes



<PAGE>


               PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF OPERATIONS
   For the three and nine months ended December 31, 1997 and 1996 (Unaudited)
                      (In thousands, except per Unit data)

                                   Three Months Ended    Nine Months Ended
                                       December 31,         December 31,
                                    -----------------    -----------------
                                    1997       1996        1997      1996
                                    ----       ----        ----      ----
Revenues:
   Rental income and expense
     reimbursements                $ 1,459      $  756    $  2,971   $2,080
   Interest and other income           112          63         246      178
                                   -------      ------    --------   ------
                                     1,571         819       3,217    2,258
Expenses:
   Interest expense                    361         252         846      760
   Depreciation and amortization       480         360       1,183    1,053
   Property operating expenses         673         277       1,230      905
   Real estate taxes                    71          76         230      191
   General and administrative          156         155         396      315
   Bad debt expense                      -           -          16       30
                                   -------      ------    --------   ------
                                     1,741       1,120       3,901    3,254
                                   -------      ------    --------   ------
Operating loss                        (170)       (301)       (684)    (996)

Investment income:
   Interest income on notes 
     receivable from 
     unconsolidated ventures           200         200         600      600
   Partnership's share of
      unconsolidated  ventures' 
      income (losses)                  (17)        123          10      207
                                   -------      ------    --------   ------

Net income (loss)                  $    13      $   22    $    (74)  $ (189)
                                   =======      ======    ========   ======

Net income (loss) per Limited
  Partnership Unit                 $  0.01      $ 0.01    $  (0.04)  $(0.09)
                                   =======      ======    ========   ======

Cash distributions per Limited 
  Partnership Unit                 $  0.25      $ 0.13    $   0.75   $ 0.38
                                   =======      ======    ========   ======

      The above net income (loss) and cash distributions per Limited Partnership
Unit are based upon the 2,000,000 Limited  Partnership Units outstanding  during
each period.

                          See accompanying notes.


<PAGE>


               PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
        For the nine months ended December 31, 1997 and 1996 (Unaudited)
                                 (In thousands)

                                                General         Limited
                                                Partners        Partners
                                                --------        --------

Balance at March 31, 1996                       $ (936)         $40,215
Net loss                                            (2)            (187)
Cash distributions                                  (8)            (750)
                                                -------         -------
Balance at December 31, 1996                    $ (946)         $39,278
                                                =======         =======

Balance at March 31, 1997                       $ (950)         $38,813
Net loss                                            (1)             (73)
Cash distributions                                 (15)          (1,500)
                                                ------          -------
Balance at December 31, 1997                    $ (966)         $37,240
                                                ======          =======






















                          See accompanying notes



<PAGE>


               PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        For the nine months ended December 31, 1997 and 1996 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)
                                                        1997       1996
                                                        ----       ----
Cash flows from operating activities:
  Net loss                                           $   (74)    $  (189)
  Adjustments to reconcile net loss to
  net cash provided by operating activities:
   Partnership's share of unconsolidated
     ventures' income                                    (10)       (207)
   Depreciation and amortization                       1,183       1,053
   Amortization of deferred financing costs               15          15
   Changes in assets and liabilities:
     Prepaid expenses                                    123          13
     Accounts receivable                                (284)       (347)
     Accounts receivable - affiliates                    (45)          -
     Other assets                                         (7)          -
     Deferred rent receivable                            353         185
     Deferred expenses                                  (333)        (60)
     Accounts payable and accrued expenses               (21)        276
     Net advances from consolidated ventures             112           -
                                                     -------     -------
      Total adjustments                                1,086         928
                                                     -------     -------
      Net cash provided by operating activities        1,012         739
                                                     -------     -------

Cash flows from investing activities:
  Distributions from unconsolidated joint ventures       852       1,658
  Additions to operating investment properties          (110)       (747)
  Additional investments in unconsolidated joint
     ventures                                           (971)       (781)
                                                     -------     -------
      Net cash (used in) provided by 
        investing activities                            (229)        130
                                                     -------     -------

Cash flows from financing activities:
  Repayment of principal on mortgage notes payable      (207)        (97)
  District bond assessments                              (31)        (29)
  Distributions to partners                           (1,515)       (758)
                                                     -------     -------
      Net cash used in financing activities           (1,753)       (884)
                                                     -------     -------

Net decrease in cash and cash equivalents               (970)        (15)
Cash and cash equivalents, beginning of period:
  Partnership                                          4,325       4,042
  Warner/Red Hill Associates                             292           -
                                                     -------     -------
                                                       4,617       4,042
                                                     -------     -------
Cash and cash equivalents, end of period             $ 3,647     $ 4,027
                                                     =======     =======
Cash paid during the period for interest             $   831     $   745
                                                     =======     =======
                          See accompanying notes.


<PAGE>


            PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP
                Notes to Consolidated Financial Statements
                                (Unaudited)



1.    General
      -------

      The accompanying financial statements,  footnotes and discussion should be
read  in  conjunction  with  the  financial  statements  and  footnotes  in  the
Partnership's Annual Report for the year ended March 31, 1997. In the opinion of
management, the accompanying financial statements,  which have not been audited,
reflect all adjustments  necessary to present fairly the results for the interim
period. All of the accounting  adjustments reflected in the accompanying interim
financial statements are of a normal recurring nature.

      The  accompanying  financial  statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting  principles
which  requires  management to make  estimates and  assumptions  that affect the
reported amounts of assets and liabilities and disclosures of contingent  assets
and  liabilities  as of December  31, 1997 and March 31, 1997 and  revenues  and
expenses for each of the three- and  nine-month  periods ended December 31, 1997
and 1996. Actual results could differ from the estimates and assumptions used.

2.    Related Party Transactions
      --------------------------

      Accounts  receivable - affiliates  at December 31, 1997 and March 31, 1997
includes  $128,000 and  $100,000,  respectively,  due from one joint venture for
interest earned on permanent loans and $162,000 and $145,000,  respectively,  of
investor  servicing  fees due from several joint ventures for  reimbursement  of
certain  expenses  incurred in reporting  Partnership  operations to the Limited
Partners of the Partnership.  Accounts  receivable - affiliates at both December
31,  1997 and March 31,  1997 also  includes  $15,000  of  expenses  paid by the
Partnership on behalf of one of the joint ventures during fiscal 1993.

      Included in general and administrative expenses for the nine-month periods
ended  December  31,  1997  and 1996 is  $136,000  and  $131,000,  respectively,
representing  reimbursements to an affiliate of the Managing General Partner for
providing certain financial,  accounting and investor  communication services to
the Partnership.

      Also included in general and  administrative  expenses for the  nine-month
periods  ended  December 31, 1997 and 1996 is $10,000 and $9,000,  respectively,
representing  fees  earned  by an  affiliate,  Mitchell  Hutchins  Institutional
Investors, Inc., for managing the Partnership's
cash assets.

3.    Investments in Unconsolidated Joint Venture Partnerships
      --------------------------------------------------------

      As  of  December  31,  1997,  the  Partnership  had  investments  in  four
unconsolidated  joint venture partnerships (five at December 31, 1996) which own
operating properties as more fully described in the Partnership's Annual Report.
The  unconsolidated  joint ventures are accounted for by using the equity method
because the Partnership does not have a voting control interest in the ventures.
Under the equity method, the assets,  liabilities,  revenues and expenses of the
unconsolidated  joint  ventures  do not  appear in the  Partnership's  financial
statements.  Instead,  the  investments  are  carried at cost  adjusted  for the
Partnership's  share of each venture's earnings,  losses and distributions.  The
Partnership reports its share of unconsolidated joint venture earnings or losses
three  months in arrears.  As discussed  further in Note 4,  effective in fiscal
1998 the  Partnership  assumed  control  over the  affairs  of  Warner/Red  Hill
Associates.  Accordingly,  this venture,  which had been accounted for under the
equity method in prior years, is presented on a consolidated  basis beginning in
fiscal 1998.

      Summarized  operations  of the  unconsolidated  joint  ventures,  for  the
periods indicated, are as follows:
<PAGE>

                    Condensed Combined Summary of Operations
        For the three and nine months ended September 30, 1997 and 1996
                                 (in thousands)

                                   Three Months Ended    Nine Months Ended
                                      September 30,         September 30,
                                   ------------------    ------------------
                                    1997       1996      1997       1996
                                    ----       ----      ----       ----
Revenues:
   Rental revenues and
     expense recoveries            $2,142    $2,827     $7,693    $8,335
   Interest and other income           52        52        144       165
                                   ------    ------     ------    ------
                                    2,194     2,879      7,837     8,500
Expenses:
   Property operating expenses        762     1,015      2,912     2,941
   Real estate taxes                  526       442      1,577     1,509
   Mortgage interest expense          106       204        538       643
   Interest expense payable 
     to partner                       200       200        600       600
   Depreciation and amortization      552       805      2,153     2,375
                                   ------    ------     ------    ------
                                    2,146     2,666      7,780     8,068
                                   ------    ------     ------    ------
Net income                         $   48    $  213     $   57    $  432
                                   ======    ======     ======    ======

Net income:
   Partnership's share of 
      combined income (loss)       $   (5)   $  135     $   45    $  242
   Co-venturers' share of 
      combined income (loss)           53        78         12       190
                                   ------    ------     ------    ------
                                   $   48    $  213     $   57    $  432
                                   ======    ======     ======    ======

               Reconciliation of Partnership's Share of Operations
         For the three and nine months ended December 31, 1997 and 1996
                                 (in thousands)

                                     Three Months Ended    Nine Months Ended
                                        December 31,          December 31,
                                     ------------------    ----------------
                                      1997      1996        1997     1996
                                      ----      ----        ----     ----

   Partnership's share of 
     combined income,
     as shown above                $   (5)    $   135      $   45    $  242
   Amortization of excess basis       (12)        (12)        (35)      (35)
                                   ------     -------      ------    ------
   Partnership's share of 
     unconsolidated ventures' 
     income (losses)               $  (17)    $   123      $   10    $  207
                                   ======     =======      ======    ======

4. Operating Investment Properties
   -------------------------------

      At December 31, 1997,  the  Partnership's  balance  sheet  includes  three
operating  investment  properties  (two at March  31,  1997):  the  wholly-owned
Crystal Tree Commerce Center, the Sunol Center Office Buildings,  owned by Sunol
Center Associates,  and the Warner/Red Hill Business Center, owned by Warner/Red
Hill  Associates,  which  are  majority-owned  and  controlled  joint  ventures.
Effective  August 1, 1997, the co-venture  partner in Warner/Red Hill Associates
assigned its interest in the joint venture to First Equity  Partners,  Inc., the
Managing  General Partner of the  Partnership,  in return for a release from any
further obligations under the terms of the joint venture agreement. As a result,
the  Partnership  has assumed  control of the operations of the Warner/Red  Hill
joint venture.  Accordingly, the venture is presented on a consolidated basis in
the Partnership's financial statements beginning in fiscal 1998. Prior to fiscal
1998,  the  venture  was  accounted  for on the equity  method (see Note 3). The
Crystal  Tree  Commerce  Center  consists  of  three  one-story   retail  plazas
containing  an  aggregate  of  74,923  square  feet of  leasable  space  and one
four-story  office  building  containing  40,115 square feet of leasable  space,
located in North Palm Beach, Florida. The Sunol Center Office Buildings comprise
116,680 square feet of leasable space,  located in Pleasanton,  California.  The
Warner/Red Hill Business Center  consists of three  two-story  office  buildings
totalling  93,895 net rentable  square feet located in Tustin,  California.  The
Partnership  reports the  operations of Sunol Center  Associates  and Warner/Red
Hill Associates on a three-month lag.
<PAGE>

      The following is a combined summary of property operating expenses for the
Crystal  Tree  Commerce  Center,  the  Sunol  Center  Office  Buildings  and the
Warner/Red   Hill  Business  Center  (fiscal  1998  only)  as  reported  in  the
Partnership's  consolidated  statements  of  operations  for the  three and nine
months ended December 31, 1997 and 1996 (in thousands):

                                    Three Months Ended   Nine  Months Ended
                                        December 31,        December 31,
                                    ------------------   ------------------
                                      1997      1996        1997     1996
                                      ----      ----        ----     ----
     Property operating expenses:
      Insurance                     $  36     $  15      $   66    $   45
      Repairs and maintenance         248        87         438       324
      Utilities                       169        36         264       124
      Management fees                  56        41         106        87
      Administrative and other        164        98         356       325
                                    -----     -----      ------    ------
                                    $ 673     $ 277      $1,230    $  905
                                    =====     =====      ======    ======
5.    Bonds Payable
      -------------

      Bonds  payable  consist  of the  Sunol  Center  joint  venture's  share of
liabilities  for bonds issued by the City of  Pleasanton,  California for public
improvements that benefit the Sunol Center operating investment  property.  Bond
assessments are levied on a semi-annual  basis as interest and principal  become
due on the  bonds.  The bonds for which the  operating  investment  property  is
subject to assessment  bear interest at rates ranging from 5% to 7.87%,  with an
average  rate of  7.2%.  Principal  and  interest  are  payable  in  semi-annual
installments.  In the event  the  operating  investment  property  is sold,  the
liability for the bond assessments would be transferred to the buyer. Therefore,
the  Sunol  Center  joint  venture  would  no  longer  be  liable  for the  bond
assessments.

6.    Mortgage Notes Payable
      ----------------------

      Mortgage  notes payable at December 31, 1997 and March 31, 1997 consist of
the following (in thousands):

                                                   December 31    March 31
                                                   -----------    --------

     9.125%  nonrecourse loan payable to
an insurance  company,  which is secured
by  the  625   North   Michigan   Avenue
operating   investment   property   (see
discussion below). The terms of the note
were  modified  effective  May 31, 1994.
Monthly payments, including interest, of
$55  are  due  beginning  July  1,  1994
through  maturity  on May 31,  1999.  In
addition,   the  loan  requires  monthly
deposits   to  a   capital   improvement
escrow.  The fair value of the  mortgage
note payable  approximated  its carrying
value at December 31, 1997 and March 31,
1997.                                              $ 6,211        $ 6,279

     8.39%  nonrecourse  note payable to
an insurance  company,  which is secured
by  the  Crystal  Tree  Commerce  Center
operating investment  property.  Monthly
payments, including interest, of $28 are
due beginning  November 15, 1994 through
maturity on September 19, 2001. The fair
value  of  the  mortgage   note  payable
approximated   its  carrying   value  at
December  31,  1997 and March 31,  1997.             3,331          3,370

     Nonrecourse   note  payable  to  an
insurance  company  which is  secured by
the Warner/Red Hill operating investment
property.   The  note  was  amended  and
restated  during  1994  (see  discussion
below).   The  note  bears  interest  at
2.875%  per  annum,   requires   monthly
payments  of  $24  and  has a  scheduled
maturity date of August 1, 2003.                     5,249              -
                                                  --------       --------
                                                  $ 14,791       $  9,649
                                                  ========       ========
<PAGE>

      During the quarter ended December 31, 1993, the Partnership negotiated and
signed a letter of intent  with the  existing  lender to modify  and  extend the
maturity of a zero coupon loan secured by the  Warner/Red  Hill Office  Building
with an accreted principal balance of $5,763,000. The terms of the extension and
modification  agreement,  which was  finalized  in August  1994,  provided for a
10-year  extension of the note  effective as of the  original  maturity  date of
August 15, 1993.  During the term of the agreement,  the loan will bear interest
at 2.875% per annum and monthly  principal and interest payments of $24,000 will
be required. In addition, the lender required a participation in the proceeds of
a  future  sale or debt  refinancing  in order to  enter  into  this  agreement.
Accordingly,  upon the sale or refinancing of the Warner/Red Hill property,  the
lender will receive 40% of the residual value of the property, as defined, above
a specified  level after the  repayment of the  outstanding  balance of the loan
payable. The extension and modification  agreement also required the Partnership
to establish an escrow account in the name of the joint venture and to fund such
escrow with an equity  contribution  of $350,000.  The escrowed  funds are to be
used  solely  for the  payment  of  capital  and  tenant  improvements,  leasing
commissions and real estate taxes related to the Warner/Red  Hill property.  The
balance  of the  escrow  account  is to be  maintained  at a  minimum  level  of
$150,000.  In the event that the escrow  balance falls below  $150,000,  all net
cash flow from the property is to be deposited into the escrow until the minimum
balance is re-established.

      In  addition  to  the  long-term   mortgage  debt  described   above,  the
Partnership has indemnified  Crow/PaineWebber - LaJolla, Ltd. and Lake Sammamish
Limited  Partnership,  along with the related co-venture  partners,  against all
liabilities,  claims and expenses  associated with certain  outstanding  secured
borrowings of the  unconsolidated  joint  ventures.  During  September 1994, the
Partnership  obtained three new nonrecourse,  current-pay  mortgage loans in the
amounts of $3,600,000  secured by the Chandler's  Reach  Apartments,  $4,920,000
secured by the  Monterra  Apartments  and  $3,480,000  (see  description  above)
secured by the Crystal Tree Commerce  Center.  The Chandler's Reach and Monterra
nonrecourse loans,  which are recorded on the books of the unconsolidated  joint
ventures,  have  terms of seven  years and  mature  in  September  of 2001.  The
Chandler's  Reach loan bears  interest at a rate of 8.33% and  requires  monthly
principal and interest  payments of $29,000.  This loan will have an outstanding
balance of $3,199,000 at maturity. The Monterra loan bears interest at a rate of
8.45% and requires monthly principal and interest payments of $40,000. This loan
will have an outstanding balance of approximately $4,380,000 at maturity.


<PAGE>



               PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Information Relating to Forward-Looking Statements
--------------------------------------------------

      The following  discussion of financial condition includes  forward-looking
statements  which  reflect  management's  current  views with  respect to future
events and  financial  performance  of the  Partnership.  These  forward-looking
statements  are  subject to certain  risks and  uncertainties,  including  those
identified  in Item 7 of the  Partnership's  Annual  Report on Form 10-K for the
year ended March 31, 1997 under the heading  "Certain  Factors  Affecting Future
Operating  Results",  which could cause actual results to differ materially from
historical  results  or  those  anticipated.  The  words  "believe",   "expect",
"anticipate,"  and  similar  expressions  identify  forward-looking  statements.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which were made based on facts and conditions as they existed as of
the date of this report.  The  Partnership  undertakes no obligation to publicly
update or revise  any  forward-looking  statements,  whether  as a result of new
information, future events or otherwise.

Liquidity and Capital Resources
-------------------------------

      In light of the continued strength in the national real estate market with
respect to multi-family  apartment properties and the recent improvements in the
office/R&D  property markets,  management believes that this may be an opportune
time to begin the  process of selling  the  Partnership's  operating  investment
properties.   As  a  result,  management  is  currently  focusing  on  potential
disposition  strategies for the seven remaining investments in the Partnership's
portfolio.  Although there are no assurances,  it is currently contemplated that
sales of the Partnership's remaining assets could be completed within the next 2
to  3  years.  As  discussed  further  below,  the  two  multi-family  apartment
properties  in which the  Partnership  has an interest  continue  to  experience
strong occupancy levels and increasing rental rates. In addition, the operations
of the  five  commercial  office  and  retail  properties  in the  Partnership's
portfolio are either stable or improving.

      Sunol Center,  in  Pleasanton,  California,  remained 100% leased to three
tenants at December 31, 1997. The BART (Bay Area Rapid Transit)  station,  which
serves the Hacienda Business Park in which Sunol Center is located, opened ahead
of schedule in early May 1997. None of the current leases at Sunol Center expire
before October 2001. The overall  market remains strong with  increasing  rental
rates and a low vacancy level.  Selective  development in the area is continuing
as a result of this low vacancy level. Two new Pleasanton  build-to-suit  office
developments,  totalling 410,000 square feet, are under construction.  Two other
office  projects  totalling  435,000 square feet are under  construction in this
market.  Both of these  projects are  expected to be leased at or shortly  after
completion  of  construction.  In  addition,  Peoplesoft  Corporation,  a  major
employer in the local market,  purchased 17 acres in Hacienda  Business Park and
has begun  construction of an owner/user  campus totalling  350,000 square feet.
The existing rental rates on the leases at Sunol Center are significantly  below
current  market  rates.  Provided  there is not a  dramatic  increase  in either
planned  speculative  development  or  build-to-suit  development  with  current
tenants in the local  market,  the  Partnership  would be  expected to achieve a
materially  higher  sale price for the Sunol  Center  property  as the  existing
leases with below-market  rental rates approach their expiration  dates.  During
the third quarter of fiscal 1998,  management learned that the largest tenant at
Sunol Center, which occupies 52% of the property's leasable area, is considering
vacating in order to consolidate its operations at another building in the local
market and may be interested in negotiating an early  termination of their lease
agreement.  This potential lease termination may provide the Partnership with an
opportunity to capture the expected increase in the value of Sunol Center sooner
than had been  expected.  In light of this  situation,  and  given  the  current
strength of the local market conditions,  management is currently  reviewing the
Pleasanton  office market to assess the  appropriate  timing for the sale of the
Sunol Center property.

      The 64,000 square foot 1881 Worcester Road Office Building was 100% leased
as of December 31, 1997,  unchanged  from the previous  quarter.  As  previously
reported,  a tenant which had occupied 19% of the net leasable area moved out of
the  building  during the  second  quarter of fiscal  1997,  although  its lease
obligation  was  scheduled to continue  until  December  1998.  During the third
quarter of fiscal  1997,  a  settlement  payment in the amount of  $100,000  was
received  from this  tenant in return  for a release  from its  remaining  lease
obligation. Also, during the third quarter of fiscal 1997, a lease expansion and
extension  agreement was signed with the building's sole remaining tenant.  This
tenant,  which  agreed to extend its lease  term from  three to six  years,  now
occupies the entire  second floor of this  two-story  building,  increasing  its
occupancy  from 29% to 51% of the net rentable  area.  During August 1997, a new
tenant signed a lease for the entire first floor, comprising 31,400 square feet.
Construction of the  improvements to this space was completed during the current
quarter and the tenant took occupancy in December 1997. The property is now 100%
leased to two financially  strong tenants with no lease  expirations until 2002.
Accordingly,  management is currently  developing  potential sale strategies for
this asset and expects to market the property for sale during calendar 1998.

      The  Warner/Red  Hill  Business  Center was 86% leased as of December  31,
1997, down from 91% at the end of the prior quarter. During the third quarter, a
tenant occupying 8,837 square feet vacated the property at the expiration of its
lease term,  and another  tenant  downsized  by 537 square  feet. A third tenant
expanded  its space by 5,677  square feet.  Leases for three  tenants  occupying
3,941 square feet are scheduled to expire over the next twelve months.  Of these
three tenants, two are expected to renew, and the other,  totalling 1,467 square
feet, is expected to vacate. In addition, the largest tenant at Warner/Red Hill,
which currently leases 14,000 square feet, filed for Chapter 7 bankruptcy during
the third  quarter and was  expected to vacate  during the fourth  quarter.  The
leasing  team  believes  that  there  will  be a  number  of  potential  tenants
interested  in this space  when it becomes  available.  Local  rental  rates for
office  space  continue  to  experience  modest  increases  due to the  lack  of
speculative office construction in the local market and the continued demand for
office space.  The  property's  leasing team is cautiously  optimistic  that the
general market  conditions  will continue to improve  throughout  calendar 1998.
Effective  August 1, 1997, the co-venture  partner in Warner/Red Hill Associates
assigned its interest in the joint venture to First Equity  Partners,  Inc., the
Managing  General Partner of the  Partnership,  in return for a release from any
further obligations under the terms of the joint venture agreement. As a result,
the  Partnership  has assumed  control of the operations of the Warner/Red  Hill
joint venture.  Accordingly, the venture is presented on a consolidated basis in
the Partnership's financial statements beginning in fiscal 1998. Prior to fiscal
1998, the venture was accounted for on the equity method.

      The 625 North  Michigan  Office  Building  in Chicago,  Illinois,  was 89%
leased at December 31, 1997, unchanged from the end of the prior quarter. During
the quarter ended December 31, 1997, two tenants renewed a total of 5,288 square
feet and  expanded  their  spaces by a total of 2,276  square  feet.  One tenant
occupying  1,378 square feet vacated its space.  During the next twelve  months,
leases  for  eight  tenants  occupying  19,685  square  feet  will  expire.  The
property's  leasing team expects  seven of the eight  tenants  occupying  16,302
square feet to renew,  and the remaining space is expected to be leased to a new
tenant.  Currently,  the property's leasing team is negotiating with a potential
new tenant  which  would  occupy  22,000  square feet of space.  This lease,  if
completed,  would increase the property's  occupancy by 7%. Occupancy levels and
rental  rates in the local  market  continue to improve  steadily.  The elevator
modernization project is nearing completion now that all four low-rise elevators
and three of the four high-rise cars are complete.  The remaining  high-rise car
is  expected  to be  completed  by the  end of the  fourth  quarter.  Management
continues  to  analyze a  potential  project  to  upgrade  the  building  lobby,
recapture  currently  unleasable  first  floor  space,  and  convert  all of the
leasable first floor space at 625 North  Michigan to retail usage.  Rental rates
paid by high-end  retailers on North Michigan Avenue are  substantially  greater
than those paid by office  tenants.  While the costs of such a project  would be
substantial,  it could have a significantly  positive effect on the market value
of the 625 North Michigan  property.  A comprehensive  cost-benefit  analysis of
this potential project is expected to be completed over the next several months.

     The Crystal  Tree  Commerce  Center in North Palm  Beach,  Florida was 100%
leased as of December 31, 1997, a 4% increase from the prior quarter. During the
quarter,  two new tenants  signed leases to occupy a total of 4,501 square feet,
and five existing tenants  occupying a total of 10,985 square feet renewed their
leases.  One tenant  vacated  the  property  prior to its lease  expiration  and
assigned  its 3,676  square foot lease to a new  tenant.  During the next twelve
months,  leases for eleven tenants occupying 11,836 square feet will expire. All
eleven of these tenants are expected to renew their leases. Capital improvements
completed during the third quarter  included  refurbishment of two elevators and
six office tower rest rooms,  partial  resurfacing of the parking lot,  staining
and repainting walkways and office tower stairwells,  and  pressure-cleaning and
partial replacement of the tile roof. Capital  improvements planned for calendar
1998 include  additional roof repairs.  Rental rates and occupancy levels in the
local  market are  continuing  to  increase  gradually.  However,  rents are not
expected  to  rise to a  level  over  the  near  term  that  would  justify  new
construction.  Management is continuing to position Crystal Tree Commerce Center
for a future sale by having the property's management and leasing team negotiate
rental rates for new leases on a triple-net  basis. This requires each tenant to
be 100% responsible for its share of operating expenses.  Currently,  51% of the
leases  at the  property  are on a  triple-net  basis,  up from 39% in the prior
quarter.  Consequently,  at this time the property owner is responsible  for the
tenant's portion of operating expenses above a base amount for a total of 49% of
the leases. By the year 2000, the leasing plan for Crystal Tree calls for 84% of
the leases to have been converted to a triple-net basis. Because most new leases
in the local market are on a triple-net  basis,  this  conversion is expected to
increase interest from prospective buyers of the property and result in a higher
sale price.

      The average  occupancy  level at Chandler's  Reach  Apartments in Redmond,
Washington,  was 95% for the quarter ended December 31, 1997, unchanged from the
previous  quarter.  This high  occupancy  level is a direct  result of continued
strong employment growth at the major area employers, Microsoft and Boeing. As a
result, the property's leasing team raised rental rates by a total of 10% during
calendar 1997.  The Redmond Town Center Mall,  located  approximately  two miles
from the  property,  opened  during  August 1997,  and occupancy of the Mall had
reached 90% by December 31, 1997.  This new mall consists of 400,000 square feet
of retail space, a 44-acre park and bike trails covering 120 acres. These nearby
amenities add to the appeal of Chandler's Reach Apartments. Capital improvements
completed  during the third quarter included repairs to the dock and sundeck and
water/sewer sub-metering.  This sub-metering project, which is expected to lower
the  property  owner's  costs by  passing  water/sewer  expenses  through to the
tenants, is currently scheduled for completion next quarter.  Given the positive
performance  of the Chandler's  Reach  property and the current  strength of the
national  real estate  market for the sale of apartment  properties,  management
intends  to test the  market  by  exploring  potential  sale  opportunities  for
Chandler's Reach during calendar 1998.

      The  average  occupancy  level at  the  Monterra  Apartments  in La Jolla,
California,  was 96% for the quarter ended December 31, 1997, unchanged from the
prior quarter.  This occupancy level is consistent with  competitive  properties
within the local  market.  The local  apartment  rental  market is  strong,  and
Monterra's  leasing  team  continues  to raise the rental  rates on leases being
signed by new tenants.  Rental rates for new leases were raised by a total of 7%
during  calendar  year  1997.  A  1,250  unit  apartment  project  is  beginning
construction on one of the few land parcels available in the local market and is
expected to be completed in phases over the next three years.  Monterra will not
compete  directly  with this  property,  which is  expected  to have the highest
rental  rates  in  the  market.  The  capital  project  to  repair  and  replace
water-damaged  stair  towers and landings  continued  during the quarter and was
completed  subsequent to the quarter end. As is the case with Chandler's  Reach,
management  intends to explore  potential  sale  opportunities  for the Monterra
property during calendar 1998.

      At December 31, 1997, the Partnership and its  consolidated  joint venture
had available  cash and cash  equivalents  of  approximately  $3,647,000.  These
funds,  along  with the  future  cash  flow  distributions  from  the  operating
properties,  will  be  utilized  for the  working  capital  requirements  of the
Partnership,  monthly loan  payments,  the funding of capital  enhancements  and
potential  leasing  costs  for  its  commercial  property  investments,  and for
distributions to the partners.  The source of future liquidity and distributions
to the partners is expected to be from the sales or refinancing of the operating
investment  properties.  Such sources of liquidity are expected to be sufficient
to meet the Partnership's needs on both a short-term and long-term basis.

Results of Operations
Three Months Ended December 31, 1997
------------------------------------

      There was a $9,000 decrease in the  Partnership's net income for the three
months  ended  December  31, 1997 when  compared to the same period in the prior
year. This decline in net income was due to a $140,000 unfavorable change in the
Partnership's  share of  unconsolidated  ventures'  income  (losses),  which was
offset  by  a  $131,000  decrease  in  the  Partnership's  operating  loss.  The
Partnership's share of unconsolidated  ventures' income (losses) changed largely
due to the consolidation of the Warner/Red Hill joint venture during the current
year, as discussed further above, and an unfavorable change in the net operating
results  at  the  1881   Worcester   Road  joint  venture  which  was  primarily
attributable to a $96,000  increase in operating  expenses due to costs incurred
during the quarter to bring the property into compliance with the Americans with
Disabilites  Act  (ADA).  The impact of the  consolidation  of  Warner/Red  Hill
Associates and the unfavorable  change in the net operating  results of the 1881
Worcester Road joint venture were partially  offset by favorable  changes in the
net operating  results of the Monterra and  Chandler's  Reach joint  ventures of
$41,000 and $23,000,  respectively.  The favorable  changes in the net operating
results of the Monterra and  Chandler's  Reach joint ventures were mainly due to
an increase in average rental rates during the current  three-month  period as a
result of the strong local apartment  markets,  along with reductions in certain
administrative expenses.

      The Partnership's  operating loss, which includes the operating results of
the  wholly-owned  Crystal Tree Commerce Center,  the consolidated  Sunol Center
joint venture and the  consolidated  Warner/Red  Hill joint venture (fiscal 1998
only),  decreased  mainly due to the  inclusion  of the  results  of  Warner/Red
Associates  in the current  quarter.  In addition,  rental  income  increased at
Crystal Tree due to an increase in occupancy when compared to the same period in
the prior year, and property operating expenses decreased at Sunol Center mainly
due to decreases in repairs and maintenance costs.

Nine Months Ended December 31, 1997
-----------------------------------

      The Partnership's net loss decreased by $115,000 for the nine months ended
December  31, 1997 when  compared  to the same  period in the prior  year.  This
favorable change in net loss was due to a $312,000 decrease in the Partnership's
operating  loss,  which  was  partially  offset  by a  $197,000  decline  in the
Partnership's  share  of  unconsolidated  ventures'  income.  The  Partnership's
operating loss, which includes the operating results of the wholly-owned Crystal
Tree  Commerce  Center,  the  consolidated  Sunol Center  joint  venture and the
consolidated Warner/Red Hill joint venture (fiscal 1998 only), decreased largely
due to the consolidation of the Warner/Red Hill joint venture during the current
year, as discussed further above. Increases in rental income at Sunol Center and
Crystal Tree of $145,000  and $63,000,  respectively,  also  contributed  to the
decline in  operating  loss for the current  nine-month  period.  Rental  income
increased due to increases in the average occupancy levels of both properties.

      The  Partnership's  share of  unconsolidated  ventures'  income  decreased
largely due to the consolidation of the Warner/Red Hill joint venture during the
current  year and  unfavorable  changes  of  $280,000  and  $162,000  in the net
operating  results  of the 1881  Worcester  Road and 625  North  Michigan  joint
ventures,  respectively. The unfavorable change in net operating results at 1881
Worcester Road is primarily  attributable to the temporary decrease in occupancy
which occurred during the quarter ended June 30, 1997 and a $174,000 increase in
operating  expenses due to costs incurred during the current period to bring the
property into compliance  with the Americans with  Disabilities  Act (ADA).  The
unfavorable change in the net operating results at 625 North Michigan was mainly
due to a $173,000  increase  in repairs  and  maintenance  expense.  Repairs and
maintenance  increased  due to the  modernization  of  the  building's  elevator
controls.  The  unfavorable  changes  in the net  operating  results of the 1881
Worcester Road and 625 North  Michigan  joint ventures were partially  offset by
favorable  changes of $115,000 and $76,000 in the net  operating  results of the
Monterra  and  Chandler's  Reach joint  ventures,  respectively.  The  favorable
changes in the net operating  results of the Monterra and Chandler's Reach joint
ventures  were  mainly due to an  increase in average  rental  rates  during the
current nine-month period as a result of the strong local apartment markets.


<PAGE>


                                  PART II
                             Other Information

Item 1. Legal Proceedings  NONE

Item 2. through 5.         NONE

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:             NONE

(b) Reports on Form 8-K:

     No reports on Form 8-K have been filed by the registrant during the quarter
for which this report is filed.



<PAGE>



            PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP


                                SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the  Partnership  has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                              PAINEWEBBER EQUITY PARTNERS ONE
                                    LIMITED PARTNERSHIP


                              By:  First Equity Partners, Inc.
                                   Managing General Partner





                              By:   /s/ Walter V. Arnold
                                    --------------------
                                    Walter V. Arnold
                                    Senior Vice President and
                                    Chief Financial Officer



Dated:  February 12, 1998