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 QUARTER ENDED December 31, 1999

                                    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, 1999 and March 31, 1999 (Unaudited)
                                 (In thousands)

                                     ASSETS

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

Operating investment properties:
   Land                                                 $     -      $   3,700
   Building and improvements                                  -         18,767
                                                        -------      ---------
                                                              -         22,467
   Less accumulated depreciation                              -        (10,215)
                                                        -------      ---------
                                                              -         12,252

Investments in unconsolidated joint ventures,
  at equity                                              12,060         15,129
Cash and cash equivalents                                 5,281          5,753
Accounts receivable                                           -             29
Accounts receivable - affiliates                              4             36
Deferred rent receivable                                      -            138
Deferred expenses, net                                        -            292
Other assets                                                  -            478
                                                        -------      ---------
                                                        $17,345      $  34,107
                                                        =======      =========

             LIABILITIES AND PARTNERS' CAPITAL

Net advances from consolidated ventures                 $     -      $      48
Accounts payable and accrued expenses                       244            368
Mortgage notes payable (net of discount at March 31)      6,007         13,527
Mortgage participation liability                              -          1,830
Partners' capital                                        11,094         18,334
                                                        -------      ---------
                                                        $17,345      $  34,107
                                                        =======      =========








                             See accompanying notes


<PAGE>
               PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF OPERATIONS
   For the three and nine months ended December 31, 1999 and 1998 (Unaudited)
                      (In thousands, except per Unit data)

                                    Three Months Ended      Nine Months Ended
                                       December 31,             December 31,
                                    ------------------     ------------------
                                    1999        1998        1999        1998
                                    ----        ----        ----        ----
Revenues:
   Rental income and expense
    reimbursements                 $    -     $ 1,441      $ 1,187    $ 3,553
   Interest and other income          147         426          371        540
                                   ------     -------      -------    -------
                                      147       1,867        1,558      4,093
Expenses:

   Interest expense                   137         298        1,231        864
   Depreciation and amortization        -         600          238      1,567
   Property operating expenses          -         635          898      1,365
   Real estate taxes                    -          67          131        227
   General and administrative         106         137          389        345
   Bad debt expense                     -           -           25          -
                                   ------     -------      -------    -------
                                      243       1,737        2,912      4,368
                                   ------     -------      -------    -------
Operating income (loss)               (96)        130       (1,354)      (275)

Gain on sales of operating
  investment properties                 -       7,401        8,051      7,401

Consolidated venture partners'
  share of operations                   -        (187)        (534)      (187)

Investment income:
   Interest income on notes
     receivable from
     unconsolidated ventures            -           -            -        400
   Partnership's share of gains
     on sales of unconsolidated
     operating investment
     properties                     3,940      18,891        3,940     18,891
   Partnership's share of
     unconsolidated ventures'
     income (losses)                  330        (599)         557       (82)
                                   ------     -------      -------    -------
Net income                         $4,174     $25,636      $10,660    $26,148
                                   ======     =======      =======    =======

Net income per Limited
  Partnership Unit                 $ 2.06     $ 12.69      $  5.27    $ 12.94
                                   ======     =======      =======    =======

Cash distributions per
  Limited Partnership Unit         $ 5.60     $ 20.41     $   8.95    $ 20.91
                                   ======     =======     ========    =======


   The above net income 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, 1999 and 1998 (Unaudited)
                                 (In thousands)

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

Balance at March 31, 1998                     $   (973)        $ 36,560
Net income                                         275           25,873
Cash distributions                                 (15)         (41,820)
                                              --------         --------
Balance at December 31, 1998                  $   (713)        $ 20,613
                                              =========        ========

Balance at March 31, 1999                     $   (729)        $ 19,063
Net income                                         112           10,548
Cash distributions                                   -          (17,900)
                                              --------         --------
Balance at December 31, 1999                  $   (617)        $ 11,711
                                              ========         ========






















                             See accompanying notes


<PAGE>


               PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        For the nine months ended December 31, 1999 and 1998 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)

                                                              1999        1998
                                                              ----        ----
Cash flows from operating activities:
  Net income                                              $  10,660   $  26,148
  Adjustments to reconcile net income to net cash
    (used in) provided by operating activities:
   Gain on sales of operating investment properties          (8,051)     (7,401)
   Consolidated venture partners' share of operations           534         187
   Partnership's share of gains on sales of
     unconsolidated investment properties                    (3,940)    (18,891)
   Partnership's  share of unconsolidated
     ventures' income (losses)                                 (557)         82
   Depreciation and amortization                                238       1,567
   Amortization of discount on mortgage note payable            887           -
   Amortization of deferred financing costs                       3          15
   Changes in assets and liabilities:
     Accounts receivable                                         29         (11)
     Accounts receivable - affiliates                            32         273
     Prepaid expenses                                             -          13
     Deferred rent receivable                                   (16)         19
     Deferred expenses                                          (26)       (236)
     Accounts payable and accrued expenses                     (124)        138
     Net advances from consolidated ventures                    (48)       (153)
                                                          ---------   ---------
      Total adjustments                                     (11,039)    (24,398)
                                                          ---------   ---------
      Net cash (used in) provided by operating activities      (379)      1,750
                                                          ---------   ---------

Cash flows from investing activities:
  Net proceeds from sales of operating investment
    properties                                               20,886      15,589
  Distributions from unconsolidated joint ventures            7,816      28,683
  Additions to operating investment properties                 (102)       (250)
  Net withdrawals from restricted cash                            -        (108)
  Additional investments in unconsolidated joint ventures      (250)       (602)
                                                          ---------   ---------
      Net cash provided by investing activities              28,350      43,312
                                                          ---------   ---------

Cash flows from financing activities:
  Repayment of principal on mortgage notes and
    bonds payable                                            (8,418)       (316)
  Payment of mortgage participation liability                (2,125)          -
  Distributions to partners                                 (17,900)    (41,835)
                                                          ---------   ---------
      Net cash used in financing activities                 (28,443)    (42,151)
                                                          ---------   ---------
Net (decrease) increase in cash and cash equivalents           (472)      2,911
Cash and cash equivalents, beginning of period                5,753       3,118
                                                          ---------   ---------
Cash and cash equivalents, end of period                  $   5,281   $   6,029
                                                          =========   =========
Cash paid during the period for interest                  $     567   $     719
                                                          =========   =========

                             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, 1999. 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, 1999 and March 31, 1999 and  revenues  and
expenses for each of the three- and  nine-month  periods ended December 31, 1999
and 1998. Actual results could differ from the estimates and assumptions used.

      The Partnership initially invested  approximately  $97,472,000  (excluding
acquisition  fees of $2,830,000)  in seven  operating  properties  through joint
venture  investments.  In fiscal 1990, the  Partnership  received  approximately
$7,479,000  from  the  proceeds  of a  sale  of a part  of one of the  operating
properties.  The  Partnership  used the proceeds  from this sale to repay a zero
coupon loan and replenish its cash reserves. During fiscal 1999, the Partnership
sold its  interests  in an  office/R&D  complex and two  multi-family  apartment
complexes.  As of March 31, 1999, the Partnership retained an ownership interest
in four  operating  investment  properties,  which  consisted of one  commercial
office  property,  two  office/R&D  complexes  and one  mixed-use  retail/office
property.  During the quarter  ended June 30,  1999,  the  Partnership  sold its
interest in the  mixed-use  retail/office  property.  During the  quarter  ended
September 30, 1999, the  Partnership  sold its interest in one of the office/R&D
complexes.  In  addition,  during the  quarter  ended  December  31,  1999,  the
Partnership closed on the sale of the other office/R&D complex. After these sale
transactions,  the Partnership retains a joint venture interest in one operating
property,  the 625 North Michigan Office Building.  The Partnership is currently
focusing on potential disposition strategies for the remaining investment in its
portfolio.  Initial sale efforts  began  during the quarter  ended  December 31,
1999. As discussed  further in Note 3, the property is currently  under contract
for  sale  to an  affiliate  of the  Partnership's  co-venture  partner.  A sale
transaction  is expected  to close in late March or early  April 2000.  While no
assurances can be given,  management  currently  expects the  liquidation of the
Partnership to be completed during the second quarter of calendar year 2000.

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

      Accounts  receivable - affiliates  at December 31, 1999 and March 31, 1999
includes $4,000 and $10,000,  respectively,  of expenses paid by the Partnership
on behalf of the joint  ventures  during  fiscal  1993.  Accounts  receivable  -
affiliates at March 31, 1999 also included  $26,000 of investor  servicing  fees
due from a joint  venture  for  reimbursement  of certain  expenses  incurred in
reporting Partnership operations to the Limited Partners of the Partnership.

      Included in general and administrative expenses for the nine-month periods
ended  December  31,  1999  and 1998 is  $143,000  and  $138,000,  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, 1999 and 1998 is $12,000 and $4,000,  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,  1999,  the  Partnership  had  an  investment  in one
unconsolidated  joint venture partnership (four at March 31, 1998) which owns an
operating  property 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.

      On  October  2,  1998,  Lake  Sammamish   Limited   Partnership  and  Crow
PaineWebber  LaJolla  Limited  Partnership,  two  joint  ventures  in which  the
Partnership had an interest,  sold the properties  known as the Chandler's Reach
Apartments  and the Monterra  Apartments to the same  unrelated  third  parties.
Chandler's Reach, located in Redmond,  Washington,  was sold for $17.85 million,
and Monterra,  located in LaJolla,  California,  was sold for $20.1 million. The
Partnership received net proceeds of approximately  $12,359,000 from the sale of
Chandler's  Reach  after  deducting  closing  costs of  approximately  $561,000,
closing  proration  adjustments of approximately  $55,000,  the repayment of the
existing mortgage note of approximately  $3,415,000 and a prepayment  penalty of
approximately  $354,000 (of which $205,000 was paid by the buyer), and a payment
of  approximately  $1,311,000 to the  Partnership's  co-venture  partner for its
share of the sale proceeds in accordance with the joint venture  agreement.  The
Partnership received net proceeds of approximately  $14,796,000 from the sale of
Monterra  after  deducting  closing  costs of  approximately  $306,000,  closing
proration adjustments of approximately  $114,000,  the repayment of the existing
mortgage  note  of  approximately   $4,672,000  and  a  prepayment   penalty  of
approximately  $500,000 (of which $295,000 was paid by the buyer), and a payment
of approximately $7,000 to the Partnership's co-venture partner for its share of
the  sale  proceeds  in  accordance  with  the  joint  venture  agreement.   The
Partnership  distributed  $24,800,000  of the net proceeds from the sales of the
Chandler's Reach and Monterra  properties in the form of a special  distribution
to the Limited  Partners of $248 per original $1,000  investment on November 13,
1998.  The  remainder  of the  net  proceeds  were  retained  and  added  to the
Partnership's  cash  reserves  to ensure  that the  Partnership  has  sufficient
capital resources to fund its share of potential capital improvement expenses at
its remaining investment property.

      On November 2, 1999,  Framingham  - 1881  Associates,  a joint  venture in
which the  Partnership  had an  interest,  sold the  property  known as the 1881
Worcester  Road Office  Building,  located in Framingham,  Massachusetts,  to an
unrelated third party for $7,850,000.  The Partnership  received net proceeds of
approximately   $6,540,000  after  deducting  a  tenant  improvement  credit  of
$295,000,  closing  costs  of  approximately  $310,000,  net  closing  proration
adjustments  of  approximately  $133,000,  and a  payment  to the  Partnership's
co-venture  partner of approximately  $572,000 as its share of the sale proceeds
in accordance with the joint venture  agreement.  The Partnership made a special
distribution to the Limited Partners of $73 per original $1,000  investment,  or
$7,300,000,  on November 15, 1999.  Of the $73 total,  $65.37  resulted from the
sale of 1881  Worcester  Road and  $7.63  was from  Partnership  reserves  which
exceeded expected future requirements.  The Partnership's policy is to recognize
its  share of  ventures'  operations  three  months  in  arrears.  However,  the
Partnership's policy is also to record significant lag-period transaction in the
period  in which  they  occur.  Accordingly,  the  Partnership  accelerated  the
recognition of the operating  results of Framingham - 1881 Associates during the
quarter ended December 31, 1999 and recorded a gain of $3,940,000 on the sale of
the operating investment property.

      As of December 31, 1999, the Partnership  retains a joint venture interest
in one operating property,  the 625 North Michigan Office Building. As discussed
in Note 1, the  Partnership  is  currently  focusing  on  potential  disposition
strategies  for the remaining  investment in its  portfolio.  During the quarter
ended September 30, 1999, the Partnership  selected a real estate brokerage firm
to market the 625 North  Michigan  Avenue  property for sale.  Materials for the
marketing  packages  for the 625 North  Michigan  property  were  finalized  and
initial sale efforts began during the quarter ended December 31, 1999. To reduce
the prospective buyer's due diligence work and the time required to complete it,
updated operating reports, as well as environmental information on the property,
were provided to the top prospective  buyers,  who were asked to submit best and
final offers.  All of the best and final offers received were  substantially  in
excess of the property's 1998 year-end  estimated  value. The highest bidder was
an affiliate of the Partnership's  co-venture  partner in the 625 North Michigan
joint  venture.  After  completing  an evaluation of the offers and the relative
strength of the prospective  purchasers,  the  Partnership  chose to negotiate a
purchase and sale  agreement  with the affiliate of the  co-venturer,  which was
signed on January 13, 2000. The prospective buyer has made a deposit of $400,000
in  connection  with the  transaction  and  completed  its due  diligence  as of
February 3, 2000.  The  prospective  buyer has until February 14, 2000 to secure
its  financing  for the  transaction,  at which  time an  additional  deposit of
$600,000 is required and the entire  deposit  becomes  non-refundable.  While no
assurances can be given,  the  transaction is expected to close in late March or
early  April  2000.  The sale of the  Partnership's  interest  in the 625  North
Michigan  joint  venture  would be  followed  by an orderly  liquidation  of the
Partnership.
<PAGE>

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

                    Condensed Combined Summary Of Operations
        For the three and nine months ended September 30, 1999 and 1998
                                 (in thousands)

                                     Three Months Ended      Nine Months Ended
                                      September 30,             September 30,
                                    ------------------     ------------------
                                    1999        1998        1999        1998
                                    ----        ----        ----        ----
Revenues:
   Rental revenues and expense
      recoveries                   $ 2,378    $ 2,914      $ 6,421    $ 8,527
   Interest and other income             2         75            1        178
                                   -------    -------      -------    -------
                                     2,380      2,989        6,437      8,705
Expenses:
   Property operating expenses         714      1,128        2,136      2,767
   Real estate taxes                   502        606        1,423      1,575
   Mortgage interest expense             -      1,060            -      1,411
   Interest expense payable to
     partner                             -          -            -        400
   Depreciation and amortization       696        776        2,098      2,300
                                   -------    -------      -------    -------
                                     1,912      3,570        5,657      8,453
                                   -------    -------      -------    -------
Operating income (loss)                468       (581)         780        252

Gains on sales of operating
   investment properties             4,479     21,756        4,479     21,756
                                   -------    -------      -------    -------
 Net income                        $ 4,947    $21,175      $ 5,259    $22,008
                                   =======    =======      =======    =======

Net income:
   Partnership's share of
     combined income               $ 4,274    $18,805      $ 4,510    $19,345
   Co-venturers' share of
     combined income                   673      2,370          749      2,663
                                   -------    -------      -------    -------
                                   $ 4,947    $21,175      $ 5,259    $22,008
                                   =======    =======      =======    =======

               Reconciliation of Partnership's Share of Operations
    For the three and nine and nine months ended December 31, 1999 and 1998
                                 (in thousands)

                                     Three Months Ended      Nine Months Ended
                                       December 31,             December 31,
                                    ------------------     ------------------
                                    1999        1998        1999        1998
                                    ----        ----        ----        ----
   Partnership's share of
     combined income, as
     shown above                   $ 4,274    $18,805      $ 4,510    $19,345
   Amortization of excess basis         (4)      (513)         (13)      (536)
                                   -------    -------      -------    -------
   Partnership's share of
     unconsolidated
     ventures' net income          $ 4,270    $18,292      $ 4,497    $18,809
                                   =======    =======      =======    =======

      The  Partnership's  share of the  unconsolidated  ventures'  net income is
presented as follows on the accompanying  consolidated  statements of operations
(in thousands):
                                     Three Months Ended      Nine Months Ended
                                       December 31,             December 31,
                                    ------------------     ------------------
                                    1999        1998        1999        1998
                                    ----        ----        ----        ----
   Partnership's share of
     unconsolidated ventures'
     income (losses)               $   330     $ (599)     $   557    $   (82)
   Partnership's share of
     gains on sale of
     operating investment
     properties                      3,940     18,891        3,940     18,891
                                   -------    -------      -------    -------
                                   $ 4,270    $18,292      $ 4,497    $18,809
                                   =======    =======      =======    =======
<PAGE>

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

      As of March 31,  1998,  the  Partnership  owned one  operating  investment
property  directly and had  interests in two  consolidated  joint  ventures that
owned operating investment  properties.  On September 24, 1999,  Warner/Red Hill
Associates,  a joint venture in which the Partnership had an interest,  sold the
property  known as the  Warner/Red  Hill  Business  Center  located  in  Tustin,
California,  to an unrelated third party for $10.9 million.  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 received
net proceeds of approximately $3,452,000 after deducting a purchase price credit
to the buyer of $75,000,  closing costs of approximately  $194,000,  net closing
proration  adjustments of approximately  $75,000,  the repayment of the existing
mortgage note of  approximately  $4,969,000,  accrued  interest of approximately
$10,000 and a payment to the lender of approximately  $2,125,000 as its share of
the sale  proceeds.  As discussed  further in Note 5, the lender  received a 40%
participation  in the residual  value of this property as part of a loan workout
dated  August 15,  1993.  On October 15, 1999,  the  Partnership  made a special
distribution to the Limited  Partners of $39.00 per original $1,000  investment,
or $3,900,000,  to unitholders of record on the September 24, 1999 sale date. Of
the $39.00 total, $34.52 resulted from the sale of Warner/Red Hill and $4.48 was
from  Partnership  reserves which exceeded  expected  future  requirements.  The
Partnership  recorded  a gain  of  $7,488,000  on  the  sale  of  the  operating
investment property.

      On May 14, 1999, the Partnership sold the  wholly-owned  property known as
the Crystal Tree Commerce Center,  located in North Palm Beach,  Florida,  to an
unrelated third party for $10.55 million.  The Partnership received net proceeds
of  approximately  $6,690,000  from the sale of  Crystal  Tree  after  deducting
closing costs of approximately  $295,000,  net closing proration  adjustments of
approximately  $287,000 and the repayment of the outstanding first mortgage loan
and accrued  interest of $3,278,000.  As a result of the sale,  the  Partnership
made  a  special  distribution  of  $6,700,000,   or  $67  per  original  $1,000
investment,  on June 15, 1999. The Partnership  recognized a gain of $563,000 on
the sale of the operating investment property.

      On November 20, 1998,  Sunol Center  Associates,  a joint venture in which
the  Partnership  had an interest,  sold the property  known as the Sunol Center
Office  Buildings,  to an unrelated  third party for $15.75  million.  The Sunol
Center Office Buildings comprise 116,680 square feet of leasable space,  located
in   Pleasanton,   California.   The   Partnership   received  net  proceeds  of
approximately  $15,532,000 from the sale of Sunol Center after deducting closing
costs  of  approximately  $161,000  and net  closing  proration  adjustments  of
approximately  $57,000.  As a result of the sale, the Partnership made a special
distribution  to the Limited  Partners of  $15,520,000,  or $155.20 per original
$1,000 investment, on December 4, 1998.

5.    Mortgage Notes Payable
      ----------------------

      Mortgage  notes payable at December 31, 1999 and March 31, 1999 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.  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  in
     May  2000.  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,  1999  and
     March  31,  1999.                               $ 6,007        $ 6,088


     8.39%  nonrecourse  note payable to
     an  insurance  company,  which  was
     secured   by   the   Crystal   Tree
     Commerce Center.  Monthly payments,
     including interest, of $28 were due
     beginning November 15, 1994 through
     maturity on September 19, 2001. The
     fair  value  of the  mortgage  note
     payable  approximated  its carrying
     value at March 31, 1999.  This loan
     was   repaid   in  full   from  the
     proceeds of the sale of the Crystal
     Tree  property on May 14, 1999 (see
     Note 4).                                              -          3,261

     Nonrecourse   note  payable  to  an
     insurance company which was secured
     by the  Warner/Red  Hill  operating
     investment  property.  The note was
     amended  and  restated  during 1994
     (see  discussion  below).  The note
     bore  interest at 2.875% per annum,
     required  monthly  payments  of $24
     and had a scheduled  maturity  date
     of  August 1,  2003.  This loan was
     repaid in full from the proceeds of
     the  sale  of the  Warner/Red  Hill
     property on September 24, 1999 (see
     Note  4).                                             -          5,076
                                                     -------        -------
                                                       6,007         14,425

     Less:  Discount on Warner/Red  Hill
     debt, net of  amortization  of $932
     at   December   31,    1998.    See
     discussion below.                                     -           (898)
                                                     -------        -------
                                                     $ 6,007        $13,527
                                                     =======        =======

     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 bore  interest at
2.875% per annum and monthly  principal  and  interest  payments of $24,000 were
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 would  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 participation paid to the lender upon the sale of the property
on  September  24,  1999  was  approximately   $2,125,000.   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 were 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.

      Effective in fiscal 1999, the  Partnership  adopted  Statement of Position
97-1,  Accounting by Participating  Mortgage Loan Borrowers ("SOP 97-1"),  which
establishes the borrower's  accounting for a participating  mortgage loan if the
lender  participates  in  increases in the market  value of the  mortgaged  real
estate project, the results of operations of that mortgaged real estate project,
or both.  SOP 97-1 states that if a lender is  entitled  to  participate  in the
market value of the mortgaged real estate project, the borrower should determine
the fair value of the  participation  feature at the  inception  of the loan and
recognize a participation  liability in that amount,  with a corresponding entry
to a debt discount  account.  The debt discount is to be amortized over the life
of the loan using the interest  method and the effective  interest  rate. At the
end of each reporting period, the participation  liability should be adjusted to
equal the current fair value of the  participation  feature.  The  Partnership's
mortgage  participation  liability  related  to the  Warner/Red  Hill  debt  was
estimated  at  $1,830,000  at March 31, 1999.  Due to the  expected  sale of the
Warner/Red Hill property during fiscal 2000, the Partnership elected to amortize
the debt discount  over the expected  remaining  holding  period of two years as
opposed  to  over  the  remaining  term  of  the  mortgage  note.  The  mortgage
participation  liability was adjusted to reflect the actual  obligation  paid to
the mortgage  lender in connection  with the sale of the property,  as discussed
further above, as of the September 24, 1999 sale date.  Amortization of the debt
discount  totalled  $887,000  in fiscal 2000  through the date of the sale.  The
remaining  unamortized  discount  of  $307,000  as of the  date of the  sale was
written off against the gain on the sale transaction.


<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, 1999 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
-------------------------------

      Subsequent  to the sales of the  Crystal  Tree,  Warner/Red  Hill and 1881
Worcester  Road  properties on May 14, 1999,  September 24, 1999 and November 2,
1999, respectively, as discussed further below, the Partnership's only remaining
real estate  investment  is a joint venture  interest in the 625 North  Michigan
Office Building.  As previously  reported,  management is currently  focusing on
potential   disposition   strategies   for  the  remaining   investment  in  the
Partnership's  portfolio.   With  regard  to  the  remaining  commercial  office
property,  the Partnership is working with the property's leasing and management
team to develop and  implement  programs that will protect and enhance value and
maximize cash flow at the property  while at the same time  exploring  potential
sale opportunities.  During the prior quarter,  the Partnership  selected a real
estate brokerage firm to market the 625 North Michigan Avenue property for sale.
Materials  for the marketing  packages  were  finalized and initial sale efforts
began during the quarter ended  December 31, 1999. As discussed  further  below,
the  property  is  currently  under  contract  for sale to an  affiliate  of the
Partnership's  co-venture  partner.  A sale  transaction is expected to close in
late March or early April 2000.  While no  assurances  can be given,  management
currently  expects the liquidation of the Partnership to be completed during the
second quarter of calendar year 2000.

      On November 2, 1999,  Framingham  - 1881  Associates,  a joint  venture in
which the  Partnership  had an  interest,  sold the  property  known as the 1881
Worcester  Road Office  Building,  located in Framingham,  Massachusetts,  to an
unrelated third party for $7,850,000.  The Partnership  received net proceeds of
approximately   $6,540,000  after  deducting  a  tenant  improvement  credit  of
$295,000,  closing  costs  of  approximately  $310,000,  net  closing  proration
adjustments  of  approximately  $133,000,  and a  payment  to the  Partnership's
co-venture  partner of approximately  $572,000 as its share of the sale proceeds
in accordance with the joint venture  agreement.  The Partnership made a special
distribution to the Limited Partners of $73 per original $1,000  investment,  or
$7,300,000,  on November 15, 1999.  Of the $73 total,  $65.37  resulted from the
sale of 1881  Worcester  Road and  $7.63  was from  Partnership  reserves  which
exceeded expected future requirements.  The Partnership's policy is to recognize
its  share of  ventures'  operations  three  months  in  arrears.  However,  the
Partnership's policy is also to record significant lag-period transaction in the
period  in which  they  occur.  Accordingly,  the  Partnership  accelerated  the
recognition of the operating  results of Framingham - 1881 Associates during the
quarter ended December 31, 1999 and recorded a gain of $3,940,000 on the sale of
the operating investment property.

     As previously  reported,  while the two-story  1881 Worcester Road property
was leased to two  financially  strong tenants with no lease  expirations  until
December 31, 2002,  the tenant  leasing the entire  second floor of the property
informed  the  Partnership  that it would be  consolidating  its  operations  at
another location and had requested a lease termination.  This tenant's lease did
not expire until February 28, 2003.  Negotiations  with this tenant concerning a
lease  termination  agreement were completed during the fourth quarter of fiscal
1999.  Because of the agreement on a lease  termination,  the property's leasing
team was then  able to  negotiate  and  secure a new  lease for all of the space
being  vacated by the former  tenant.  The new lease was at a higher rental rate
than the rate payable under the former tenant's  lease.  Once this new lease was
signed,  the  Partnership  and its  co-venture  partner  decided  to  sell  1881
Worcester Road. A firm was selected to market the property for sale, and a sales
package was  finalized  during the first  quarter of fiscal 2000.  Comprehensive
sale efforts were underway by early May 1999. As a result of such efforts,  nine
offers  were  received.  Subsequent  to  the  end  of  the  first  quarter,  the
Partnership evaluated the offers,  selected a prospective buyer and negotiated a
purchase  and sale  agreement  which  was  signed  on July 30,  1999.  The buyer
completed its due diligence on August 31, 1999 and made non-refundable  deposits
totalling  $450,000 prior to the closing of the  transaction,  which occurred as
described above on November 2, 1999.

      As  previously  reported,  the owner of a gas  station  abutting  the 1881
Worcester Road property notified the Partnership and its co-venture partner of a
leak in an  underground  storage  tank on the gas  station  property.  They also
notified the Partnership  that  contamination  had migrated to the 1881 property
because ground water flows in the direction of the 1881 Worcester Road building.
At the time of the discovery of the gasoline leak, the  Partnership  received an
indemnification  from the operator of the gas station  against any loss, cost or
damage  resulting  from failure to remediate the  contamination.  As part of the
November 2, 1999 sale, the buyer of the 1881  Worcester  Road property  received
these same protections through an assignment of the indemnification agreement.

      On September  24, 1999,  Warner/Red  Hill  Associates,  a joint venture in
which the Partnership had an interest, sold the property known as the Warner/Red
Hill Business Center located in Tustin,  California, to an unrelated third party
for $10.9  million.  The  Partnership  received  net  proceeds of  approximately
$3,452,000  after  deducting  a purchase  price  credit to the buyer of $75,000,
closing costs of approximately  $194,000,  net closing proration  adjustments of
approximately   $75,000,   the  repayment  of  the  existing  mortgage  note  of
approximately  $4,969,000,  accrued  interest  of  approximately  $10,000  and a
payment  to the  lender  of  approximately  $2,125,000  as its share of the sale
proceeds. As previously reported, the lender received a 40% participation in the
residual value of this property as part of a loan workout dated August 15, 1993,
as  described  below.  On  October  15,  1999,  the  Partnership  made a special
distribution to the Limited  Partners of $39.00 per original $1,000  investment,
or $3,900,000,  to unitholders of record on the September 24, 1999 sale date. Of
the $39.00 total, $34.52 resulted from the sale of Warner/Red Hill and $4.48 was
from Partnership reserves which exceeded expected future requirements.

      As  previously  reported,  because of the strong  rental  market in Orange
County,  California,  the Partnership believed it was the opportune time to sell
the Warner/Red  Hill Business  Center.  As part of a plan to market the property
for sale, the Partnership selected a national real estate firm that is a leading
seller of this property  type.  Preliminary  sales  materials  were prepared and
initial marketing efforts were undertaken in March 1999. A marketing package was
then finalized and  comprehensive  sale efforts began in early April 1999. Seven
offers  were  received,  all of which  were in  excess  of the  property's  1998
year-end  estimated value. To reduce the prospective  buyer's due diligence work
and the time  required  to complete  it,  updated  operating  reports as well as
environmental  information on the property were provided to the top  prospective
buyers,  who were asked to submit best and final  offers.  After  completing  an
evaluation  of  these  offers  and  the  relative  strength  of the  prospective
purchasers, the Partnership selected an offer. The Partnership then negotiated a
purchase and sale agreement  which was signed on June 24, 1999. The  prospective
buyer  completed  its due  diligence  review  work on July  23,  1999 and made a
non-refundable   deposit  of  $150,000.  The  Partnership  recorded  a  gain  of
$7,488,000  on the sale  transaction,  which  closed on  September  24,  1999 as
described above.

     While the Partnership's net sale proceeds of approximately  $3,452,000 were
significantly  below its original net investment in the Warner/Red Hill property
of $12,250,000,  they were higher than any amount that would have been available
to distribute in August 1993 when the original zero coupon mortgage loan secured
by the property matured.  The partial return of capital can be attributed to the
Partnership's efforts in negotiating a loan extension and modification agreement
with the first mortgage lender in August 1994. Without this modification,  which
included  a  reduction  in the annual  interest  rate from 9.36% to 2.875% and a
ten-year extension of the original August 15, 1993 maturity date of the mortgage
loan,  it was  highly  likely  that  the  property  could  have  been  lost to a
foreclosure action by the lender. Due to the deteriorating  economic  conditions
of the early  1990's,  the value of the  property in August 1993 and August 1994
was not sufficient to refinance the loan.  Limited  sources for the financing of
commercial office buildings in general,  as well as the stringent  loan-to-value
requirements for such loans, prohibited refinancing the Warner/Red Hill property
by  conventional  means.  As an  inducement  for the  lender  to agree to such a
modification,  the Partnership  negotiated a participation  interest contingency
that would  allow the  lender to share in a future  sale or  refinancing  of the
property. This agreement allowed the new monthly principal and interest payments
to the lender on the  $5,763,000  loan balance to be covered from operating cash
flow of the property from August 1993 through the September  1999 sale date. The
loan extension also allowed the Partnership to retain its ownership  position in
the property while  providing time for revenues and value to rise so that a sale
which would provide proceeds to the Partnership could eventually be completed.

     As previously  reported,  management had been  positioning the Crystal Tree
Commerce Center,  located in North Palm Beach,  Florida,  for a possible sale by
having the property's management and leasing team negotiate rental rates for new
leases on a triple-net  basis,  whereby each tenant is 100%  responsible for its
share of operating  expenses.  With an occupancy level of 100% and a stable base
of tenants,  the  Partnership  believed  this was an opportune  time to sell the
property.  As part of its plan to market the property for sale, the  Partnership
selected a Florida  real  estate  firm that is a leading  seller of this type of
property.  Preliminary  sales  materials  were  prepared  and initial  marketing
efforts  were   undertaken.   A  marketing   package  was  then   finalized  and
comprehensive  sale efforts  began in December  1998.  As a result of these sale
efforts,  twelve offers were received. As part of the sale efforts to reduce the
prospective  buyer's due  diligence  work and the time  required to complete it,
updated operating  reports as well as environmental  information on the property
were provided to the top prospective  buyers, who were then asked to submit best
and final offers and did so. After  completing an evaluation of these offers and
the relative strength of the prospective purchasers, the Partnership selected an
offer and negotiated a purchase and sale agreement  which was signed on March 4,
1999. On May 14, 1999, Crystal Tree was sold for $10.55 million. The Partnership
received net proceeds of approximately  $6,690,000 from the sale of Crystal Tree
after deducting closing costs of approximately  $295,000,  net closing proration
adjustments of approximately $287,000 and the repayment of the outstanding first
mortgage loan and accrued  interest of $3,278,000.  As a result of the sale, the
Partnership  made a special  distribution to the Limited Partners of $6,700,000,
or $67 per  original  $1,000  investment,  on June  15,  1999.  The  Partnership
recognized a gain of $563,000 on the sale of the operating investment property.

      The 625 North Michigan Office Building in Chicago, Illinois was 95% leased
as of December 31, 1999, compared to 91% leased as of September 30, 1999. During
the third  quarter of fiscal 2000,  one tenant  leasing a total of 10,858 square
feet signed a new short-term lease and took occupancy.  In addition, an existing
tenant  expanded its leased  space by 6,395  square  feet.  This new leasing was
partially offset when three tenants occupying a total of 4,354 square feet moved
from the  building.  Over  the  next  year,  3  leases  representing  a total of
approximately  10,000 square feet will expire. Two of these leases  representing
3,000  square  feet will not be renewed  because  that space is  included in the
retail  redevelopment  plan, and the third tenant currently expects to move from
the  building  when its lease for 7,000  square feet expires on August 31, 2000.
The  property's  leasing team  continues to negotiate  with several  prospective
tenants which have  expressed an interest in leasing space at 625 North Michigan
Avenue. As previously  reported,  the Partnership has been actively working with
the co-venture partner on potential redevelopment and leasing opportunities with
specialty  and fashion  retailers  looking to locate  stores near the  building.
These retailers pay significantly  higher rental rates than office rental rates.
Formal approval received from the City Council during fiscal 1999 to enclose the
arcade  sections of the first floor will greatly improve the chances of adding a
major retail component to the building's  North Michigan Avenue  frontage.  Once
this  approval  was  obtained,   the  Partnership   began  exploring   potential
opportunities to sell this property with the development rights.

      As previously  reported,  during the quarter ended  September 30, 1999 the
Partnership  selected  a real  estate  brokerage  firm to  market  the 625 North
Michigan Avenue property for sale.  Materials for the marketing packages for the
625 North Michigan property were finalized and initial sale efforts began during
the quarter  ended  December 31,  1999.  To reduce the  prospective  buyer's due
diligence work and the time required to complete it, updated operating  reports,
as well as environmental  information on the property,  were provided to the top
prospective  buyers,  who were asked to submit best and final offers. All of the
best and final offers  received were  substantially  in excess of the property's
1998  year-end  estimated  value.  The highest  bidder was an  affiliate  of the
Partnership's  co-venture partner in the 625 North Michigan joint venture. After
completing  an  evaluation  of the  offers  and  the  relative  strength  of the
prospective  purchasers,  the Partnership chose to negotiate a purchase and sale
agreement with the affiliate of the co-venturer, which was signed on January 13,
2000. The  prospective  buyer has made a deposit of $400,000 in connection  with
the  transaction  and completed  its due  diligence as of February 3, 2000.  The
prospective  buyer has until  February 14, 2000 to secure its  financing for the
transaction, at which time an additional deposit of $600,000 is required and the
entire deposit  becomes  non-refundable.  While no assurances can be given,  the
transaction  is expected to close in late March or early April 2000. The sale of
the  Partnership's  interest in the 625 North  Michigan  joint  venture would be
followed by an orderly liquidation of the Partnership.

      At  December  31,  1999,  the  Partnership  had  available  cash  and cash
equivalents of approximately $5,281,000.  Such cash and cash equivalents,  along
with the future cash flow distributions from the remaining  operating  property,
will be  utilized  for the  working  capital  requirements  of the  Partnership,
monthly loan  payments  and the funding of capital  enhancements  and  potential
leasing costs for its one remaining commercial property  investment.  The source
of future liquidity and distributions to the partners is expected to be from the
sale or refinancing of the remaining operating investment property. 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, 1999
------------------------------------

     The  Partnership  had net income of  $4,174,000  for the three months ended
December 31, 1999, as compared to net income of $25,636,000  for the same period
in the prior year. This $21,462,000 decrease in the Partnership's net income was
mainly a result of the gains  realized  in the prior year from the sale of three
operating investment properties.  As discussed further in the Annual Report, the
Partnership sold the consolidated  Sunol Center Office Buildings on November 20,
1998 and realized a gain of $7,401,000. The Partnership also realized gains from
the  sales  of the  unconsolidated  Monterra  Apartments  and  Chandler's  Reach
Apartments,  which  were  both  sold on  October  2,  1998,  in the  amounts  of
$9,208,000 and $9,683,000,  respectively. The gains realized on the sales in the
prior year were partially offset the gain of $3,940,000  realized in the current
year on the sale of the 1881 Worcester Road Office Building.

      In addition, the Partnership reported an operating loss of $96,000 for the
three months ended December 31, 1999 as compared to operating income of $130,000
for the same  period in the prior  year.  This  $226,000  unfavorable  change in
operating  income  (loss) was  primarily a result of a decrease in interest  and
other income of $279,000  which was partially  offset by a $31,000  reduction in
general and  administrative  expenses.  Interest income declined mainly due to a
decrease in the average outstanding cash balances as a result of the receipt and
temporary  investment of the sales proceeds from the three operating  investment
properties  sold in the prior period  pending the special  distributions  to the
Limited Partners.  General and administrative expenses declined primarily due to
a  reduction  in  certain  required   professional   services  for  the  current
three-month period.

     The  decrease  in  gains  realized  on the  sales of  operating  investment
properties and the  unfavorable  change in the  Partnership's  operating  income
(loss)  was  partially   offset  by  a  favorable  change  of  $929,000  in  the
Partnership's   share  of   unconsolidated   ventures'  income   (losses).   The
Partnership's   share  of  unconsolidated   ventures'  income  (losses)  changed
primarily  as a result of the prior year sales of the  Monterra  and  Chandler's
Reach  Apartments.  Both the Monterra and  Chandler's  Reach joint  ventures had
operating losses during the prior year primarily due to prepayment  penalties on
their respective debts upon the sales of the properties.

Nine Months Ended December 31, 1999
-----------------------------------

      The  Partnership  had net income of $10,660,000  for the nine months ended
December 31, 1999, as compared to net income of $26,148,000  for the same period
in the prior year. This $15,488,000 decrease in the Partnership's net income was
primarily  a result  of the  gains  realized  from  the sale of three  operating
investment  properties  during the prior year  exceeding the gains realized from
the sale of three  operating  investment  properties  during the current year by
$14,301,000.  As discussed  further above, the Partnership sold the consolidated
Sunol  Center  Office  Buildings  on November  20,  1998 and  realized a gain of
$7,401,000.   The  Partnership  also  realized  gains  from  the  sales  of  the
unconsolidated  Monterra Apartments and Chandler's Reach Apartments,  which were
both sold on October 2, 1998,  in the  amounts  of  $9,208,000  and  $9,683,000,
respectively.  During the current year, the  Partnership  sold the  wholly-owned
Crystal Tree Commerce Center on May 14, 1999 and realized a gain of $563,000. In
addition, the Partnership sold the consolidated  Warner/Red Hill Business Center
on September 24, 1999 and realized a gain of $7,488,000.  The  Partnership  also
sold the unconsolidated  1881 Worcester Road Office Building on November 2, 1999
and realized a gain of $3,940,000.

     In addition to the decrease in gains  realized  from the sales of operating
investment properties,  the Partnership reported an operating loss of $1,354,000
for the nine months ended  December 31, 1999 as compared to an operating loss of
$275,000 for the same period in the prior year. The Partnership's operating loss
included the operating results of the wholly-owned  Crystal Tree Commerce Center
and the consolidated  Warner/Red Hill joint venture during the current year plus
the  consolidated  Sunol  Center  during  the prior  year.  The  operating  loss
increased  mainly due to the sale of the Warner/Red  Hill  operating  investment
property,   as  discussed   above.  The  current  period  results  included  the
amortization of the discount on the Warner/Red  Hill debt, as discussed  further
in the Annual  Report,  which was the primary cause of the $367,000  increase in
interest expense for the current nine-month period. In addition,  the prior year
results  included net  operating  income of $25,000 from the  operations  of the
wholly-owned  Crystal Tree Commerce  Center,  which was sold on May 14, 1999, as
compared to a net loss of $317,000  for the current  period due to a decrease in
rental  income  and  various  write-offs  due to the  sale of the  property.  In
addition,  the prior year results also included net operating income of $112,000
from the operations of the consolidated  Sunol Center joint venture.  A decrease
of $400,000 in interest income on notes receivable from unconsolidated  ventures
as a result of the sales of the Chandler's Reach and Monterra  Apartments during
fiscal 1999 also contributed to the decrease in the Partnership's net income for
the current nine-month period.

     The  decrease  in  gains  realized  on the  sales of  operating  investment
properties, the increase in the Partnership's operating loss and the decrease in
interest income on notes receivable from unconsolidated  ventures were partially
offset  by a  favorable  change  in the  Partnership's  share of  unconsolidated
ventures' income (losses). The Partnership's share of income from unconsolidated
ventures  was  $557,000  during the nine months  ended  December  31,  1999,  as
compared  to a loss of  $82,000  for the same  period  in the  prior  year.  The
Partnership's  share  of  unconsolidated   ventures'  income  (losses)  improved
primarily  as a result of the prior year sales of the  Monterra  and  Chandler's
Reach  Apartments.  Both the Monterra and  Chandler's  Reach joint  ventures had
operating losses during the prior year primarily due to prepayment  penalties on
their respective debts upon the sales of the properties.


<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:

     A  Current  Report  on Form 8-K  dated  November  2,  1999 was filed by the
Partnership  during the current quarter to report the sale of the 1881 Worcester
Road Office Building and is hereby incorporated herein by reference.


<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 11, 2000