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 September 30, 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
                September 30, 1999 and March 31, 1999 (Unaudited)
                                 (In thousands)

                                     ASSETS

                                             September 30        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                             14,707            15,129
Cash and cash equivalents                           9,485             5,753
Accounts receivable                                     -                29
Accounts receivable - affiliates                        6                36
Deferred rent receivable                                -               138
Deferred expenses, net                                  -               292
Other assets                                            -               478
                                             ------------       -----------
                                             $     24,198       $    34,107
                                             ============       ===========

                        LIABILITIES AND PARTNERS' CAPITAL

Net advances from consolidated ventures      $          -       $        48
Accounts payable and accrued expenses                  43               368
Mortgage notes payable (net of discount
  at March 31)                                      6,035            13,527
Mortgage participation liability                        -             1,830
Partners' capital                                  18,120            18,334
                                             ------------       -----------
                                             $     24,198       $    34,107
                                             ============       ===========








                             See accompanying notes


<PAGE>


               PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF OPERATIONS
   For the three and six months ended September 30, 1999 and 1998 (Unaudited)
                      (In thousands, except per Unit data)

                                    Three Months Ended      Six Months Ended
                                       September 30,          September 30,
                                    ------------------      -----------------
                                     1999        1998        1999       1998
                                     ----        ----        ----       ----

Revenues:
   Rental income and
     expense reimbursements          $   671    $ 1,035     $ 1,187    $ 2,112
   Interest and other income              93         63         224        114
                                     -------    -------     -------    -------
                                         764      1,098       1,411      2,226
Expenses:
   Interest expense                      526        283       1,094        566
   Depreciation and amortization          85        486         238        967
   Property operating expenses           459        333         898        730
   Real estate taxes                      39         64         131        160
   General and administrative            187        119         283        208
   Bad debt expense                       21          -          25          -
                                     -------    -------     -------    -------
                                       1,317      1,285       2,669      2,631
                                     -------    -------     -------    -------
Operating loss                          (553)      (187)     (1,258)      (405)

Gain on sales of operating
   investment properties               7,488          -       8,051          -

Consolidated venture partner's
   share of operations                  (534)         -        (534)         -

Investment income:
   Interest income on notes
     receivable from unconsolidated
     ventures                              -        200           -        400
   Partnership's share of
     unconsolidated ventures'
     income                               45        281         227        517
                                     -------    -------     -------    -------
Net income                           $ 6,446    $   294     $ 6,486    $   512
                                     =======    =======     =======    =======

Net income per Limited
  Partnership Unit                   $  3.19    $  0.14     $  3.21    $  0.25
                                     =======    =======     =======    =======

Cash distributions per Limited
  Partnership Unit                   $     -    $  0.25     $  3.35    $  0.50
                                     =======    =======     =======    =======

   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 six months ended September 30, 1999 and 1998 (Unaudited)
                                 (In thousands)

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

Balance at March 31, 1998                      $  (973)        $ 36,560
Net income                                           5              507
Cash distributions                                 (10)          (1,000)
                                               -------         --------
Balance at September 30, 1998                  $  (978)        $ 36,067
                                               ========        ========

Balance at March 31, 1999                      $  (729)        $ 19,063
Net income                                          68            6,418
Cash distributions                                   -           (6,700)
                                               -------         --------
Balance at September 30, 1999                  $  (661)        $ 18,781
                                               =======         ========






















                             See accompanying notes


<PAGE>
<TABLE>


               PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        For the six months ended September 30, 1999 and 1998 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)
<CAPTION>

                                                                       1999           1998
                                                                       ----           ----
<S>                                                                  <C>             <C>


Cash flows from operating activities:
  Net income                                                         $  6,486        $    512
  Adjustments to reconcile net income  to
  net cash (used in) provided by operating activities:
   Partnership's share of unconsolidated ventures' income                (227)           (517)
   Gain on sales of operating investment properties                    (8,051)              -
   Consolidated venture partner's share of operations                     534               -
   Depreciation and amortization                                          238             967
   Amortization of discount on mortgage note payable                    1,193               -
   Amortization of deferred financing costs                                 3              10
   Changes in assets and liabilities:
     Accounts receivable                                                   29            (318)
     Accounts receivable - affiliates                                      30             114
     Other assets                                                         478              13
     Deferred rent receivable                                             138             318
     Deferred expenses                                                   (964)            (95)
     Accounts payable and accrued expenses                               (325)            350
     Net advances from consolidated ventures                              (48)            130
                                                                     --------        --------
      Total adjustments                                                (6,972)            972
                                                                     --------        --------

      Net cash (used in) provided by operating activities                (486)          1,484
                                                                     --------        --------

Cash flows from investing activities:
  Net proceeds from sales of operating investment properties           20,886               -
  Distributions from unconsolidated joint ventures                        789           1,476
  Additions to operating investment properties                           (102)           (126)
  Net withdrawals from restricted cash                                      -              24
  Additional investments in unconsolidated joint ventures                (140)           (377)
                                                                     --------        --------
      Net cash provided by investing activities                        21,433             997
                                                                     --------        --------

Cash flows from financing activities:
  Repayment of principal on mortgage notes payable                     (8,390)           (146)
  Payment of mortgage participation liability                          (2,125)              -
  Repayment of district bond assessments                                    -             (35)
  Distributions to partners                                            (6,700)         (1,010)
                                                                     --------        --------
      Net cash used in financing activities                           (17,215)         (1,191)
                                                                     --------        --------

Net increase in cash and cash equivalents                               3,732           1,290
Cash and cash equivalents, beginning of period                          5,753           3,118
                                                                     --------        --------
Cash and cash equivalents, end of period                             $  9,485        $  4,408
                                                                     ========        ========
Cash paid during the period for interest                             $    430        $    497
                                                                     ========        ========


                  See accompanying notes.
</TABLE>


<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  September  30, 1999 and March 31, 1999 and revenues and
expenses for each of the three and six-month  periods  ended  September 30, 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,  subsequent to the quarter ended September 30, 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.  Materials  for the  marketing  packages  for the 625 North  Michigan
property have been  finalized  and initial sale efforts are currently  underway.
While the  Partnership  expects to have the 625 North Michigan  Avenue  property
under a contract for sale before  December 31, 1999,  it is unlikely that both a
sale of the property  and a subsequent  liquidation  of the  Partnership  can be
completed by December 31, 1999.  While no  assurances  can be given,  management
currently  expects the  liquidation of the  Partnership to be completed by March
31, 2000.

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

      Accounts  receivable - affiliates at September 30, 1999 and March 31, 1999
includes $6,000 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 six-month periods
ended  September  30,  1999  and  1998 is  $94,000  and  $91,000,  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, 1999 and 1998 is $6,000 and $2,000,  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  September  30,  1999,  the  Partnership  had  investments  in  two
unconsolidated joint venture partnerships (four at September 30, 1998) 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.

      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 properties.

      In  addition,   subsequent  to  the  quarter-end,  on  November  2,  1999,
Framingham - 1881  Associates,  a joint venture in which the  Partnership has 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 plans to make 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 results from the sale of 1881 Worcester Road and
$7.63 is from Partnership reserves which exceed expected future requirements.

      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, 1999 and 1998
                                 (in thousands)

                                     Three Months Ended       Six Months Ended
                                         June 30,                June 30,
                                    ------------------      ----------------
                                     1999        1998        1999       1998
                                     ----        ----        ----       ----
Revenues:
   Rental revenues and
      expense recoveries           $ 1,934     $ 2,822      $ 4,043    $ 5,613
   Interest and other income             7          63           14        103
                                   -------     -------      -------    -------
                                     1,941       2,885        4,057      5,716
Expenses:
   Property operating expenses         769         822        1,422      1,639
   Real estate taxes                   474         548          921        969
   Mortgage interest expense             -         176            -        351
   Interest expense payable to
      partner                            -         200            -        400
   Depreciation and amortization       703         766        1,402      1,524
                                   -------     -------      -------    -------
                                     1,946       2,512        3,745      4,883
                                   -------     -------      -------    -------
Net income (loss)                  $    (5)    $   373      $   312    $   833
                                   =======     =======      =======    =======

                                     Three Months Ended      Six Months Ended
                                         June 30,                June 30,
                                    ------------------      -----------------
                                     1999        1998        1999       1998
                                     ----        ----        ----       ----
Net income (loss):
   Partnership's share of
     combined income (loss)        $    50     $   292      $   236    $   540
   Co-venturers' share of
     combined income (loss)            (55)         81           76        293
                                   -------     -------      -------    -------
                                   $    (5)    $   373      $   312    $   833
                                   =======     =======      =======    =======
<PAGE>

               Reconciliation of Partnership's Share of Operations
     For the three and six and nine months ended September 30, 1999 and 1998
                                 (in thousands)

                                     Three Months Ended      Six Months Ended
                                        September 30,          September 30,
                                     ------------------      -----------------
                                      1999        1998        1999       1998
                                      ----        ----        ----       ----

   Partnership's share of combined
     income, as shown above          $  50     $   292      $   236    $   540
   Amortization of excess basis         (5)        (11)          (9)       (23)
                                     -----     -------      -------    -------
   Partnership's share of
     unconsolidated ventures'
     income                          $  45     $   281      $   227    $   517
                                     =====     =======      =======    =======

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

      At September 30, 1999, the Partnership's  balance sheet no longer includes
any operating investment  properties.  As of September 30, 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's policy
is to report the operations of the consolidated  joint ventures on a three-month
lag. However, the Partnership's policy is also to record significant  lag-period
transactions  in the period in which they occur.  Accordingly,  the  Partnership
accelerated  the  recognition  of  the  operating  results  of  Warner/Red  Hill
Associates  during the quarter  ended  September 30, 1999 and 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.
<PAGE>

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

      Mortgage notes payable at September 30, 1999 and March 31, 1999 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. 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,
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 September 30, 1999
and March 31, 1999.                                  $ 6,035      $ 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
                                                     -------      -------
                                                       6,035       14,425

     Less:  Discount on Warner/Red  Hill
debt,  net of  amortization  of  $932 at
December 31, 1998. See discussion below.                   -         (898)
                                                     -------      -------
                                                     $ 6,035      $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
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,  during the six months ended September 30, 1999.  Amortization of
the debt discount  totalled  $1,193,000  for the six months ended  September 30,
1999.



<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.  The  Partnership  has  recently  selected  a  real  estate
brokerage  firm to  market  the 625 North  Michigan  Avenue  property  for sale.
Materials  for the  marketing  packages  have been  finalized  and initial  sale
efforts are currently  underway.  While the Partnership  expects to have the 625
North Michigan  Avenue  property  under a contract for sale before  December 31,
1999,  it is  unlikely  that  both  a  sale  of the  property  and a  subsequent
liquidation of the Partnership  can be completed by December 31, 1999.  While no
assurances can be given,  management  currently  expects the  liquidation of the
Partnership to be completed by March 31, 2000.

      Subsequent  to the  quarter-end,  on November 2, 1999,  Framingham  - 1881
Associates,  a joint venture in which the Partnership has 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 plans to make 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  results from the sale of 1881  Worcester  Road and $7.63 is from
Partnership reserves which exceed expected future requirements.

      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 is 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.

      While the Partnership's net sale proceeds of approximately  $3,452,000 are
significantly  below its original net investment in the property of $12,250,000,
they are 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.  This requires each tenant to be 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 625 North Michigan Office Building in Chicago, Illinois was 91% leased
as of September 30, 1999, compared to 92% leased as of June 30, 1999. During the
second quarter of fiscal 2000, two tenants leasing a total of 12,913 square feet
renewed  their  leases.  In  addition,  two new tenants  signed  leases and took
occupancy on 2,909 square feet of space.  This new leasing was offset when three
tenants occupying a total of 7,530 square feet moved from the building. Over the
next year, 6 leases  representing  a total of  approximately  14,350 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; three
tenants  representing  4,350  square feet will close their  operations,  and the
sixth  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.  Now that this
approval  has  been  obtained,  the  Partnership  is  simultaneously   exploring
potential opportunities to sell this property with the development rights.

      At September 30, 1999, the Partnership and its consolidated  joint venture
had  available  cash and cash  equivalents  of  approximately  $9,485,000.  This
balance  includes the  distribution  of $3,900,000 made on October 15, 1999 as a
result of the sale of the Warner/Red Hill property,  as discussed further above.
The remainder of 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.

      As noted above, it is possible,  although not likely, that the Partnership
could be  liquidated  prior to the end of  calendar  year 1999.  Notwithstanding
this, the Partnership  believes that it has made all necessary  modifications to
its existing  systems to make them year 2000  compliant and does not expect that
additional costs associated with year 2000 compliance,  if any, will be material
to the Partnership's results of operations or financial position.

Results of Operations
Three Months Ended September 30, 1999
-------------------------------------

      There was a $6,152,000  increase in the  Partnership's  net income for the
three months ended  September  30, 1999 when  compared to the same period in the
prior year. This favorable change in the  Partnership's  net income was mainly a
result of the gain realized in the current  period from the sale of an operating
investment  property.  As discussed  further  above,  the  Partnership  sold the
Warner/Red  Hill  Business  Center on September  24, 1999 and realized a gain of
$7,488,000. The gain realized on the sale of the Warner/Red Hill Business Center
was partially offset by a $366,000 increase in the Partnership's operating loss,
a $200,000  decrease in interest income on notes receivable from  unconsolidated
ventures and a $236,000  decrease in the  Partnership's  share of unconsolidated
ventures' income.

      The Partnership's  operating loss, which includes the operating results of
the consolidated Warner/Red Hill joint venture, increased mainly due to the sale
of the Warner/Red Hill operating  investment  property,  as discussed above. The
results for the quarter  ended  September  30, 1998 include only three months of
Warner/Red  Hill  operations as compared to six months during the current period
as a result of the  acceleration  of the  three-month  lag period in conjunction
with the sale, as discussed  further in the notes to the accompanying  financial
statements.  In addition, the current period results include 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 $243,000 increase in interest expense
for the current three-month period. In addition, the prior year results included
net  income of $3,000  from the  operations  of the  wholly-owned  Crystal  Tree
Commerce  Center,  which  was  sold on May 14,  1999.  Interest  income  on note
receivable from  unconsolidated  ventures  decreased as a result of the sales of
the  Chandler's   Reach  and  Monterra   Apartments   during  fiscal  1999.  The
Partnership's share of unconsolidated  ventures' income decreased primarily as a
result of the prior  year  sales of the  properties  owned by the  Monterra  and
Chandler's  Reach joint  ventures.  In  addition,  property  operating  expenses
increased  by $249,000 at 625 North  Michigan  during the current  period due to
professional  cleaning,  painting,  and other  maintenance work performed at the
property along with an increase in real estate taxes.
<PAGE>

Six Months Ended September 30, 1999
-----------------------------------

      There was a $5,974,000  increase in the  Partnership's  net income for the
six months  ended  September  30,  1999 when  compared to the same period in the
prior year. This favorable change in the  Partnership's  net income was mainly a
result  of the  gains  realized  in the  current  period  from the  sales of two
operating  investment  properties.  As discussed  further above, the Partnership
sold the wholly-owned  Crystal Tree Commerce Center on May 14, 1999 and realized
a gain of $563,000.  The Partnership also sold the consolidated  Warner/Red Hill
Business  Center on September  24, 1999 and realized a gain of  $7,488,000.  The
gains  realized  on the  sales  of the  Crystal  Tree  Commerce  Center  and the
Warner/Red Hill Business Center were partially offset by an $853,000 increase in
the  Partnership's  operating  loss, a $400,000  decrease in interest  income on
notes  receivable from  unconsolidated  ventures and a $290,000  decrease in the
Partnership's share of unconsolidated ventures' income.

     The  Partnership's  operating loss, which includes the operating results of
the wholly-owned  Crystal Tree Commerce Center and the  consolidated  Warner/Red
Hill joint  venture,  increased  mainly due to the sale of the  Warner/Red  Hill
operating  investment  property,  as discussed above. The results for the period
ended  September 30, 1998 include only six months of Warner/Red  Hill operations
as  compared  to nine  months  during  the  current  period  as a result  of the
acceleration  of the  three-month  lag period in  conjunction  with the sale, as
discussed  further in the notes to the  accompanying  financial  statements.  In
addition, the current period results include 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 $528,000  increase in interest  expense for the current
six-month  period.  In addition,  the prior year results  included net income of
$30,000 from the operations of the  wholly-owned  Crystal Tree Commerce  Center,
which  was  sold on May 14,  1999.  Interest  income  on  note  receivable  from
unconsolidated  ventures  decreased  as a result of the sales of the  Chandler's
Reach and Monterra  Apartments  during fiscal 1999. The  Partnership's  share of
unconsolidated  ventures'  income  decreased  primarily as a result of the prior
year sales of the properties  owned by the Monterra and  Chandler's  Reach joint
ventures. In addition,  property operating expenses increased by $356,000 at 625
North Michigan during the current period due to professional cleaning, painting,
and other  maintenance  work performed at the property along with an increase in
real estate taxes.




<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  September  24,  1999 was filed by the
Partnership during the current quarter to report the sale of the Warner/Red Hill
Business Center 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:  November 12, 1999