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 SEPTEMBER 30, 1996

                                      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
              September 30, 1996 and March 31, 1996 (Unaudited)
                                (In thousands)

                                    ASSETS
                                                 September 30       March 31
                                                 ------------       --------

Operating investment properties:
   Land                                           $    3,962       $    3,962
   Buildings and improvements                         28,291           27,771
                                                  ----------       ----------
                                                      32,253           31,733
   Less accumulated depreciation                     (10,104)          (9,499)
                                                  ----------       ----------
                                                      22,149           22,234

Investments in unconsolidated joint ventures          23,111           23,728
Cash and cash equivalents                              4,024            4,042
Prepaid expenses                                           -               13
Accounts receivable, net                                 351               81
Accounts receivable - affiliates                         249              255
Deferred rent receivable                                   -              185
Deferred expenses, net                                   668              717
                                                  ----------       ----------
                                                  $   50,552       $   51,255
                                                  ==========       ==========

                      LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses             $      463       $      373
Interest payable                                          60               60
Bonds payable                                          1,563            1,576
Mortgage notes payable                                 9,716            9,780
Co-venturer's share of net assets of
  consolidated joint venture                             187              187
Partners' capital                                     38,563           39,279
                                                  ----------       ----------
                                                  $   50,552       $   51,255
                                                  ==========       ==========

        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
        For the six months ended September 30, 1996 and 1995 (Unaudited)
                                 (In thousands)

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

Balance at March 31, 1995                          $ (912)      $42,464
Net loss                                               (5)         (454)
Cash distributions                                     (5)         (500)
                                                   ------       -------
Balance at September 30, 1995                      $ (922)      $41,510
                                                   ======       =======

Balance at March 31, 1996                          $ (936)      $40,215
Net loss                                               (2)         (209)
Cash distributions                                     (5)         (500)
                                                   ------       -------
Balance at September 30, 1996                      $ (943)      $39,506
                                                   ======       =======

                            See accompanying notes


<PAGE>


              PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF OPERATIONS
   For the three and six months ended September 30, 1996 and 1995 (Unaudited)
                      (In thousands, except per Unit data)

                                    Three Months Ended      Six Months Ended
                                       September 30,          September 30,
                                    ------------------      ----------------
                                      1996        1995         1996     1995
                                      ----        ----         ----     ----
Revenues:
   Rental income and expense
     reimbursements                 $ 680       $ 566      $1,324      $1,010
   Interest and other income           59          69         115         154
                                    -----       -----      ------      ------
                                      739         635       1,439       1,164
Expenses:
   Property operating expenses        371         306         744         577
   Depreciation and amortization      317         258         693         508
   Interest expense                   254         267         508         527
   General and administrative          70         151         160         277
   Bad debt expense                     3           -          30          27
                                   ------      ------     -------      ------
                                    1,015         982       2,135       1,916
                                   ------      ------     -------      ------
Operating loss                       (276)       (347)       (696)       (752)

Investment income:
   Interest income on notes 
     receivable from 
     unconsolidated ventures         200         200         400         400
   Partnership's share of 
      unconsolidated ventures' 
      income (losses)                 89           2          85        (107)
                                  -------     -------     -------     -------

Net income (loss)                 $    13     $  (145)     $ (211)    $  (459)
                                  =======     =======      ======     =======

Net income (loss) per Limited
  Partnership Unit                  $ 0.01    $  (0.07)   $  (0.10)   $  (0.23)
                                    ======    ========    ========    ========

Cash distributions per Limited
  Partnership Unit                  $ 0.12   $    0.12     $  0.25    $   0.25
                                    ======   =========     =======    ========


   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 CASH FLOWS
        For the six months ended September 30, 1996 and 1995 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)


                                                       1996              1995
                                                       ----              ----
Cash flows from operating activities:
  Net loss                                          $   (211)         $  (459)
  Adjustments to reconcile net loss to
  net cash provided by (used in) operating activities:
   Partnership's share of unconsolidated
     ventures' income (losses)                           (85)             107
   Depreciation and amortization                         693              508
   Amortization of deferred financing costs               10               10
     Changes in assets and liabilities:
     Escrowed cash                                         -             (111)
     Prepaid expenses                                     13             (291)
     Accounts receivable                                (270)            (175)
     Accounts receivable - affiliates                      6              (12)
     Deferred rent receivable                            185               29
     Deferred expenses                                   (49)             (49)
     Accounts payable and accrued expenses                90              252
                                                   ---------         --------
      Total adjustments                                  593              268
                                                   ---------         --------
      Net cash provided by (used in) 
          operating activities                           382             (191)
                                                   ---------         --------

Cash flows from investing activities:
  Distributions from unconsolidated joint ventures     1,077              729
   Additions to operating investment properties         (520)          (1,346)
  Additional investments in unconsolidated
    joint ventures                                      (375)            (205)
                                                  ----------         --------
      Net cash provided by (used in) 
          investing activities                           182            (822)
                                                  ----------         --------

Cash flows from financing activities:
  Repayment of principal on mortgage notes payable       (64)             (86)
  District bond assessments                              (13)               -
  Distributions to partners                             (505)            (505)
                                                  ----------        ---------
      Net cash used in financing activities             (582)            (591)
                                                  ----------        ---------

Net decrease in cash and cash equivalents                (18)          (1,604)

Cash and cash equivalents, beginning of period         4,042            6,460
                                                   ---------        ---------

Cash and cash equivalents, end of period           $   4,024        $   4,856
                                                   =========        =========

Cash paid during the period for interest           $     508        $     517
                                                   =========        =========






                           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, 1996.

        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.

2. Related Party Transactions

        Accounts  receivable - affiliates  at both  September 30, 1996 and March
    31, 1996 includes  $100,000 and $117,000,  respectively,  due from two joint
    ventures for interest  earned on permanent  loans and $134,000 and $123,000,
    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  September  30,  1996 and March 31,  1996 also  includes
    $15,000 of expenses paid by the  Partnership on behalf of the joint ventures
    during fiscal 1993.

        Included  in  general  and  administrative  expenses  for the  six-month
    periods  ended  September  30,  1996  and  1995  is  $81,000  and  $104,000,
    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 six-month
    periods   ended   September  30,  1996  and  1995  is  $7,000  and  $11,000,
    respectively,  representing fees earned by Mitchell  Hutchins  Institutional
    Investors, Inc. for managing the Partnership's cash assets.

3.  Investments in Unconsolidated Joint Venture Partnerships

        As of September 30, 1996 and 1995, the  Partnership  had  investments in
    five   unconsolidated   joint  venture   partnerships  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.


<PAGE>


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

                    Condensed Combined Summary of Operations
            For the three and six months ended June 30, 1996 and 1995
                                 (In thousands)

                                        Three Months Ended    Six Months Ended
                                              June 30,             June 30,
                                         -----------------    ----------------
                                          1996     1995        1996     1995
                                          ----     ----        ----     ----

Revenues:
   Rental revenues and expense
     recoveries                      $  2,737   $  2,643    $5,507     $5,354
   Interest and other income               79         71       113         95
                                     --------   --------    ------     ------
                                        2,816      2,714     5,620      5,449
Expenses:
   Property operating expenses            876        897     1,924      1,804
   Real estate taxes                      572        601     1,067      1,259
   Mortgage interest expense              219        213       439        436
   Interest expense payable to partner    200        200       400        400
   Depreciation and amortization          790        800     1,570      1,574
                                     --------   --------   -------    -------
                                        2,657      2,711     5,400      5,473
                                     --------   --------   -------    -------
Net income (loss)                    $    159   $      3   $   220    $   (24)
                                     ========   ========   =======    =======

Net income (loss):
   Partnership's share 
     of combined income (loss)       $   100    $     13   $   108    $   (84)
   Co-venturers' share of 
     combined incomes (loss)              59         (10)      112         60
                                     --------   --------   -------    -------
     
                                     $   159    $      3   $   220    $   (24)
                                     =======    ========   =======    =======

               Reconciliation of Partnership's Share of Operations
            For the three and six months ended June 30, 1996 and 1995
                                 (In thousands)

                                        Three Months Ended    Six Months Ended
                                              June 30,            June 30,
                                         ----------------     ----------------
                                          1996     1995        1996     1995
                                          ----     ----        ----     ----

   Partnership's share of combined
     income (loss), as shown above    $   100   $     13     $   108   $  (84)
   Amortization of excess basis           (11)       (11)        (23)     (23)
                                      -------   --------     -------   ------
   Partnership's share of 
     unconsolidated ventures' 
     income (losses)                  $    89   $      2     $    85   $ (107)
                                      =======   ========     =======   ======

<PAGE>
4. Operating Investment Properties

        At September  30, 1996 and March 31,  1996,  the  Partnership's  balance
    sheet includes two operating investment properties: the wholly-owned Crystal
    Tree Commerce Center and the Sunol Center Office  Buildings,  owned by Sunol
    Center  Associates,  a  majority-owned  and controlled  joint  venture.  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  Partnership   reports  the  operations  of  Sunol  Center
    Associates on a three-month lag.

        The following is a combined summary of property  operating  expenses for
    the Crystal Tree Commerce  Center and the Sunol Center  Office  Buildings as
    reported in the Partnership's  consolidated statements of operations for the
    three and six months ended September 30, 1996 and 1995 (In thousands):

                                       Three Months Ended     Six Months Ended
                                          September 30,         September 30,
                                       -----------------     ------------------
                                         1996     1995         1996      1995
                                         ----     ----         ----      ----

     Property operating expenses:
      Real estate taxes                $   36   $   27        $  115    $  59
      Repairs and maintenance             122      100           237      157
      Utilities                            47       43            88       79
      Management fees                      23       22            46       45
      Administrative and other            143      114           258      237
                                       ------   ------        ------   ------
                                       $  371    $ 306        $  744   $  577
                                       ======    =====        ======   ======

5.  Notes Payable

        Notes  payable at September  30, 1996 and March 31, 1996 consist of
    the following (In thousands):

                                                 September 30     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
September  30,  1996  and  March  31,
1996.                                             $ 6,321             $ 6,362

     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 September  30,
1996 and March 31, 1996.                            3,395               3,418
                                                ---------            --------

                                                $   9,716            $  9,780
                                                =========            ========
<PAGE>
        In  addition  to  the  long-term  mortgage  debt  described  above,  the
    Partnership has indemnified  Warner/Red Hill Associates,  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 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,  which  is  recorded  on the  books of the  unconsolidated  joint
    venture,  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,  after the payment 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.

        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.

6.  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, Sunol Center  Associates will no longer be liable for the
     bond assessments.

7.   Contingencies

      As discussed  in detail in the  Partnership's  Annual  Report for the year
     ended March 31, 1996, the Partnership is involved in certain legal actions.
     At the present time,  the Managing  General  Partner is unable to determine
     what  impact,  if any,  the  resolution  of these  matters  may have on the
     Partnership's financial statements, taken as a whole.



<PAGE>



             PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

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


Liquidity and Capital Resources

      As discussed  further in the Annual  Report,  quarterly  distributions  of
Partnership  net cash flow were reinstated with the payment made on May 15, 1995
for the  quarter  ended  March 31,  1995 at the rate of 1% per annum on original
invested  capital.  Current  cash  flow  generated  by the  Partnership's  seven
operating investment  properties exceeds the level of these distributions.  As a
result of the  improvement in operations of the properties in the  Partnership's
portfolio, particularly at Sunol Center, the Partnership expects to increase the
annual  distribution  rate. This proposed  adjustment would be effective for the
quarter ending March 31, 1997, and would be paid on May 15, 1997.  Management is
finalizing its review of the 1997 operating  budgets and determining the capital
needs of the Partnership's properties. Once this review is complete,  management
will determine the amount of the proposed increased distribution.

      Sunol Center,  in  Pleasanton,  California,  remained 100% leased to three
tenants as of  September  30,  1996.  Subsequent  to  September  30,  1996,  the
property's  largest tenant took occupancy of the final 12,000 square feet of its
lease space,  representing  the  remaining  vacant space at the  property.  This
tenant now occupies 61,621 square feet, or  approximately  52% of the property's
net rentable area.  During the first six months of fiscal 1997, the  Partnership
funded  approximately  $279,000  to the Sunol  Center  joint  venture to pay for
tenant  improvements  and  leasing  commissions  in  connection  with the  final
build-out of the major  tenant's  space.  Once all the required  capital work is
completed,  no further  cash flow  deficits are expected at Sunol Center for the
next several  years.  None of the current  leases at Sunol Center  expire before
October 2001.

      Crystal Tree  Commerce  Center was 96% leased as of September 30, 1996, up
4% from the previous quarter. During the current fiscal quarter, four new leases
were signed with  tenants that moved into a total of 8,509 square feet of space.
One tenant  occupying  3,676 square feet moved out upon expiration of its lease.
In addition,  two leases were  renewed  with tenants  occupying a total of 1,407
square feet. Market conditions in the South Florida area remain very competitive
and continued tenant turnover is likely in the near term. Property  improvements
during  the  first  six  months of  fiscal  1997  were  comprised  mainly of the
replacement  of brick on  portions  of the  exterior  wall of the office  tower.
Future  improvements  planned  for the  remainder  of the  fiscal  year  include
re-surfacing the retail walkways and re-sealing and re-striping the parking lot.

     The 64,000 square foot 1881 Worcester  Road Office  Building was 51% leased
as of September 30, 1996,  reflecting  the lease  expiration  of the  building's
largest tenant during the prior quarter.  In addition,  another tenant occupying
19% of the net  leasable  area  moved  out of the  building  during  the  second
quarter,  although  its  lease  obligation  continues  until  December  1998.  A
settlement is currently  being  negotiated with this tenant whereby it may pay a
fixed sum to be released from its remaining  lease  obligations.  The funds from
any such  settlement  would be used to cover most of the leasing  expenses  that
would be incurred to sign a new lease with a prospective  tenant. The market for
office space in the suburban Boston area in which 1881 Worcester Road is located
has strengthened  recently.  Average vacancy levels at similar  buildings in the
area  have now  declined  below  10%.  As a  result,  management  is  cautiously
optimistic  that the majority of the vacant space at 1881 Worcester Road will be
re-leased within a relatively short period of time.

     The 625 North Michigan office building remained 89% leased at September 30,
1996,  unchanged from the prior quarter.  One tenant occupying 1,023 square feet
vacated the building and another  tenant reduced its space by 1,036 square feet.
These  changes  were  offset by three  leases  that were signed with new tenants
during the current  quarter,  totaling 3,844 square feet. These new tenants will
be taking  occupancy  during the third  quarter.  Within the next twelve months,
leases with seven tenants at 625 North Michigan,  totalling  27,353 square feet,
will expire. One of these tenants occupies 15,639 square feet under a lease that
expires in December  1996.  Efforts  are  currently  underway by the  property's
leasing  team to retain  this  tenant.  However,  management  is aware that this
tenant is considering  other  locations and may not renew its lease at 625 North
Michigan.  Renovations to the  building's  facade have now been  completed.  The
modernization of the elevator  controls is set to begin in the third quarter and
this work will continue for approximately one year at an estimated total cost of
approximately $700,000.

     The leasing level at  Warner/Red  Hill was 85% as of September 30, 1996, up
from 82% at the end of the previous quarter. This improvement is the result of a
five-year  lease signed  during the quarter with a new tenant which now occupies
2,598  square  feet.  During the second  quarter,  the  property's  leasing team
renewed leases with two tenants and finalized  terms with another tenant that is
expected  to renew its lease in the third  quarter.  Leases  with three  tenants
occupying 7,033 square feet are scheduled to expire over the next twelve months.

     The  Partnership  elected  early  application  of  Statement  of  Financial
Accounting  Standards  No. 121,  "Accounting  for the  Impairment  of Long-Lived
Assets and for  Long-Lived  Assets to Be Disposed Of" (SFAS 121) in fiscal 1995.
In  accordance  with SFAS 121, an  impairment  loss with respect to an operating
investment  property is recognized  when the sum of the expected future net cash
flows  (undiscounted  and without  interest  charges) is less than the  carrying
amount of the asset.  An impairment  loss is measured as the amount by which the
carrying amount of the asset exceeds its fair value, where fair value is defined
as the  amount  at  which  the  asset  could  be  bought  or sold  in a  current
transaction between willing parties,  that is other than a forced or liquidation
sale. The effect of such application was the recognition of impairment losses on
the operating  investment  properties  owned by Warner/Red  Hill  Associates and
Framingham  1881 -  Associates.  In  fiscal  1995,  Warner/Red  Hill  Associates
recognized  an  impairment  loss of  $6,784,000  to  write  down  the  operating
investment property to its estimated fair value of $3,600,000 as of December 31,
1994. Also in fiscal 1995, Framingham 1881 - Associates recognized an impairment
loss of  $2,983,000  to write  down the  operating  investment  property  to its
estimated  fair  value  of  $2,200,000  as  of  December  31,  1994.   Based  on
management's  analysis in the fourth  quarter of fiscal 1996, the estimated fair
values of the Sunol Center,  625 North Michigan and Crystal Tree properties were
below their net carrying amounts as of December 31, 1995. Management's estimates
of undiscounted cash flows for all three properties indicated that such carrying
amounts were  expected to be recovered,  but, in the case of 625 North  Michigan
and Crystal Tree, the reversion  values could be less than the carrying  amounts
at the  time of  disposition.  As a result  of such  assessment,  the 625  North
Michigan joint venture  commenced  recording an additional  annual  depreciation
charge of $350,000 in calendar 1995, and the Partnership  commenced recording an
additional annual depreciation charge of $65,000 on the Crystal Tree property in
fiscal 1996. Both adjustments were reflected in the  Partnership's  consolidated
financial  statements  effective  for the fourth  quarter of fiscal  1996.  Such
annual  charges  will  continue  to be  recorded  in  future  periods.  Based on
management's  analysis,  no  change  to the  depreciation  on Sunol  Center  was
required.

     At September 30, 1996, the Partnership and its  consolidated  joint venture
had available  cash and cash  equivalents  of  approximately  $4,024,000.  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  the  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  refinancings  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 September 30, 1996

      The Partnership  reported net income of $13,000 for the three months ended
September 30, 1996, as compared to a net loss of $145,000 for the same period in
the prior year. This favorable  change in net operating  results is attributable
to an increase in the Partnership's share of unconsolidated  ventures' income of
$87,000  and a decrease in the  Partnership's  operating  loss of  $71,000.  The
increase  in the  Partnership's  share of  unconsolidated  ventures'  income  is
primarily  due to a  decrease  in the net  loss of the  Monterra  and 625  North
Michigan  joint  ventures.  Net loss at  Monterra  decreased  largely  due to an
increase in rental income, resulting from rental rate increases implemented over
the past year. Net loss at 625 North Michigan decreased primarily as a result of
a  reassessment  of the  property  which  resulted  in a lower  valuation  and a
decrease in real estate tax expense during the current three-month period.

      The Partnership's  operating loss, which includes the operating results of
the wholly-owned  Crystal Tree Commerce Center and the consolidated Sunol Center
joint  venture,  decreased by $71,000 for the three months ended  September  30,
1996,  mainly due to an increase in rental  income and a decrease in general and
administrative  expenses.  The  increase  in rental  income was the result of an
increase  in  occupancy  at  Sunol  Center  over  the  past  year.  General  and
administrative  expenses  decreased mainly due to a decrease in certain required
professional services. The increase in rental income and the decrease in general
and  administrative  expenses were partially offset by increases in depreciation
and property operating expenses.  Depreciation expense of the Sunol Center joint
venture  increased  due to the  substantial  tenant  improvement  work which has
occurred at the property  over the past year, as discussed  above.  In addition,
depreciation  expense  on the  Crystal  Tree  Commerce  Center  is higher in the
current  period as a result of the  depreciation  adjustment  discussed  further
above.  Property  operating  expenses  increased  mainly due to an  increase  in
repairs and maintenance expense at the Sunol Center joint venture.

Six Months Ended September 30, 1996

      The  Partnership's net loss decreased by $248,000 for the six months ended
September  30, 1996,  when  compared to the same period in the prior year.  This
decrease in net loss is largely  attributable to a favorable  change of $192,000
in  the  Partnership's  share  of  unconsolidated   ventures'  operations.   The
improvement in the Partnership's  share of unconsolidated  ventures'  operations
for the six months ended September 30,1996 is primarily due to a decrease in the
net loss of the Monterra  joint venture and an increase in the net income of the
Warner/Red Hill joint venture.  Net loss at Monterra decreased largely due to an
increase in rental income, resulting from rental rate increases implemented over
the past year. Net income at Warner/Red Hill increased mainly due to the receipt
of a real estate tax refund during the current period, which related to calendar
1995 taxes, and a small increase in rental income.

      The Partnership's  operating loss, which includes the operating results of
the wholly-owned  Crystal Tree Commerce Center and the consolidated Sunol Center
joint venture, decreased by $56,000 for the six months ended September 30, 1996,
mainly  due to an  increase  in rental  income and a  decrease  in  general  and
administrative  expenses.  The  increase  in rental  income was the result of an
increase  in  occupancy  at  Sunol  Center  over  the  past  year.  General  and
administrative  expenses  decreased mainly due to a decrease in certain required
professional services. The increase in rental income and the decrease in general
and  administrative  expenses were partially offset by increases in depreciation
and property operating expenses.  Depreciation expense of the Sunol Center joint
venture  increased  due to the  substantial  tenant  improvement  work which has
occurred at the property  over the past year, as discussed  above.  In addition,
depreciation  expense on the Crystal Tree Commerce  Center is slightly higher in
the current period as a result of the depreciation  adjustment discussed further
above.  Property  operating  expenses  increased  mainly due to an  increase  in
repairs and maintenance expense at the Sunol Center joint venture.


<PAGE>


                                   PART II
                              Other Information

Item 1. Legal Proceedings

     As discussed in prior  quarterly  and annual  reports,  in November  1994 a
series of purported class actions (the "New York Limited  Partnership  Actions")
were filed in the United States District Court for the Southern  District of New
York concerning  PaineWebber  Incorporated's  sale and sponsorship of 70 limited
partnership  investments,  including  those  offered  by  the  Partnership.  The
lawsuits were brought against  PaineWebber  Incorporated  and Paine Webber Group
Inc.  (together   "PaineWebber"),   among  others,  by  allegedly   dissatisfied
partnership investors.  In March 1995, after the actions were consolidated under
the title In re  PaineWebber  Limited  Partnership  Litigation,  the  plaintiffs
amended their complaint to assert claims against a variety of other  defendants,
including  First Equity  Partners,  Inc. and Properties  Associates  1985,  L.P.
("PA1985"),  which are the General Partners of the Partnership and affiliates of
PaineWebber.  On May 30, 1995, the court certified class action treatment of the
claims asserted in the litigation.

      In January 1996, PaineWebber signed a memorandum of understanding with the
plaintiffs in the New York Limited Partnership Actions outlining the terms under
which the parties have agreed to settle the case. Pursuant to that memorandum of
understanding,  PaineWebber  irrevocably  deposited  $125 million into an escrow
fund under the  supervision of the United States District Court for the Southern
District of New York to be used to resolve the  litigation in accordance  with a
definitive  settlement  agreement  and plan of  allocation.  On July  17,  1996,
PaineWebber and the class plaintiffs submitted a definitive settlement agreement
which has been preliminarily approved by the court and provides for the complete
resolution of the class action  litigation,  including  releases in favor of the
Partnership  and the General  Partners,  and the  allocation of the $125 million
settlement  fund among  investors  in the various  partnerships  at issue in the
case.  As part of the  settlement,  PaineWebber  also  agreed to  provide  class
members with certain financial  guarantees relating to some of the partnerships.
The details of the settlement are described in a notice mailed directly to class
members at the  direction of the court.  A final  hearing on the fairness of the
proposed settlement is scheduled to continue in November 1996.

     With regard to the Abbate  action  described  in the Annual  Report on Form
10-K for the year ended March 31, 1996,  in September  1996 the court  dismissed
many  of the  plaintiffs'  claims  as  barred  by  the  applicable  statutes  of
limitations.  The eventual outcome of this litigation and the potential  impact,
if any, on the Partnership's  unitholders remains  undeterminable at the present
time.

     The  status of the  other  litigation  involving  the  Partnership  and its
General  Partners  remains  unchanged  from  the  description  provided  in  the
Partnership's Annual Report on Form 10-K for the year ended March 31, 1996.

     Under certain limited circumstances,  pursuant to the Partnership Agreement
and other contractual  obligations,  PaineWebber affiliates could be entitled to
indemnification  for expenses and  liabilities in connection with the litigation
discussed above. However, PaineWebber has agreed not to seek indemnificaiton for
any amounts it is required to pay in connection  with the  settlement of the New
York Limited  Partnership  Actions.  At the present time,  the General  Partners
cannot estimate the impact, if any, of the potential  indemnification  claims on
the  Partnership's  financial  statements,  taken  as a whole.  Accordingly,  no
provision  for any  liability  which could result from the  eventual  outcome of
these  matters has been made in the  accompanying  financial  statements  of the
Partnership.

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:  November 13, 1996