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

                                     ASSETS
                                                  June 30       March 31
                                                  -------       --------

Operating investment properties:
   Land                                           $ 1,256       $  3,700
   Building and improvements                        4,413         18,767
                                                  -------       --------
                                                    5,669         22,467
   Less accumulated depreciation                   (3,236)       (10,215)
                                                  -------       --------
                                                    2,433         12,252

Investments in unconsolidated joint
  ventures, at equity                              15,223         15,129
Cash and cash equivalents                           5,674          5,753
Accounts receivable                                    20             29
Accounts receivable - affiliates                       32             36
Deferred rent receivable                              153            138
Deferred expenses, net                                163            292
Other assets                                          478            478
                                                  -------       --------
                                                  $24,176       $ 34,107
                                                  =======       ========

                        LIABILITIES AND PARTNERS' CAPITAL

Net advances from consolidated ventures           $    99       $     48
Accounts payable and accrued expenses                  61            368
Mortgage notes payable (net of discount)           10,182         13,527
Mortgage participation liability                    2,160          1,830
Partners' capital                                  11,674         18,334
                                                  -------       --------
                                                  $24,176       $ 34,107
                                                  =======       ========








                             See accompanying notes


<PAGE>

               PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

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

                                                    1999       1998
                                                    ----       ----
Revenues:
   Rental income and expense
     reimbursements                                $  516     $ 1,077
   Interest and other income                          131          51
                                                   ------     -------
                                                      647       1,128
Expenses:
   Interest expense                                   568         516
   Depreciation and amortization                      153         481
   Property operating expenses                        439         397
   Real estate taxes                                   92          96
   General and administrative                          96          89
   Bad debt expense                                     4           -
                                                   ------     -------
                                                    1,352       1,579
                                                   ------     -------
Operating loss                                       (705)       (451)

Gain on sale of operating investment property         563           -

Investment income:
   Interest income on notes receivable
     from unconsolidated ventures                       -         200
   Partnership's share of unconsolidated
      ventures' income                                182         236
                                                   ------     -------

Net income (loss)                                  $   40     $   (15)
                                                   ======     =======

Net income (loss) per Limited
  Partnership Unit                                 $ 0.02     $ (0.01)
                                                   ======     =======

Cash distributions per Limited
  Partnership Unit                                 $ 3.35     $  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 CHANGES IN PARTNERS' CAPITAL (DEFICIT)
          For the three months ended June 30, 1999 and 1998 (Unaudited)
                                 (In thousands)

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

Balance at March 31, 1998                     $   (973)        $ 36,560
Net loss                                             -              (15)
Cash distributions                                  (5)            (500)
                                              ---------        --------
Balance at June 30, 1998                      $   (978)        $ 36,045
                                              =========        ========

Balance at March 31, 1999                     $   (729)        $ 19,063
Net income                                           -               40
Cash distributions                                   -           (6,700)
                                              --------         --------
Balance at June 30, 1999                      $   (729)        $ 12,403
                                              ========         ========























                             See accompanying notes


<PAGE>


               PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the three months ended June 30, 1999 and 1998 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)
                                                           1999       1998
                                                           ----       ----
Cash flows from operating activities:
  Net income (loss)                                      $    40    $    (15)
  Adjustments to reconcile net income (loss) to
  net cash (used in) provided by operating activities:
   Partnership's share of unconsolidated ventures'
      income                                                (182)       (236)
   Gain on sale of operating investment property            (563)          -
   Depreciation and amortization                             153         481
   Amortization of discount on mortgage note payable         307         233
   Amortization of deferred financing costs                    3           5
   Changes in assets and liabilities:
     Prepaid expenses                                          -          13
     Accounts receivable                                       9        (333)
     Accounts receivable - affiliates                          4           6
     Other assets                                              -          29
     Deferred rent receivable                                (15)        318
     Deferred expenses                                       107         (42)
     Accounts payable and accrued expenses                  (307)         78
     Interest payable                                          -         (13)
     Net advances from consolidated ventures                  51         194
                                                         -------    --------
      Total adjustments                                     (433)        733
                                                         -------    --------
      Net cash (used in) provided by operating
        activities                                          (393)        718
                                                         -------    --------

Cash flows from investing activities:
  Net proceeds from sale of operating investment
     property                                             10,255           -
  Distributions from unconsolidated joint ventures           228         650
  Additions to operating investment properties                (7)        (75)
  Additional investments in unconsolidated joint
     ventures                                               (140)        (96)
                                                         -------    --------
      Net cash provided by investing activities           10,336         479
                                                         -------    --------

Cash flows from financing activities:
  Repayment of principal on mortgage notes payable        (3,322)        (72)
  Distributions to partners                               (6,700)       (505)
                                                         -------    --------
      Net cash used in financing activities              (10,022)       (577)
                                                         -------    --------

Net (decrease) increase in cash and cash equivalents         (79)        620
Cash and cash equivalents, beginning of period             5,753       3,268
                                                         -------    --------
Cash and cash equivalents, end of period                 $ 5,674    $  3,888
                                                         =======    ========

Cash paid during the period for interest                 $   258    $    291
                                                         =======    ========

                             See accompanying notes.


<PAGE>


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


1.   General
     -------

      The accompanying financial statements,  footnotes and discussion should be
read  in  conjunction  with  the  financial  statements  and  footnotes  in  the
Partnership's Annual Report for the year ended March 31, 1999. In the opinion of
management, the accompanying financial statements,  which have not been audited,
reflect all adjustments  necessary to present fairly the results for the interim
period. All of the accounting  adjustments reflected in the accompanying interim
financial statements are of a normal recurring nature.

      The  accompanying  financial  statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting  principles
which  requires  management to make  estimates and  assumptions  that affect the
reported amounts of assets and liabilities and disclosures of contingent  assets
and liabilities as of June 30, 1999 and March 31, 1999 and revenues and expenses
for each of the three-month periods ended June 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 three  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.  The  Partnership  is  currently  focusing  on  potential  disposition
strategies for the three  remaining  investments  in its portfolio.  Although no
assurances  can  be  given,  it is  currently  contemplated  that  sales  of the
Partnership's  remaining  assets could be completed by the end of calendar  year
1999.  The  disposition  of the  remaining  investments  would be  followed by a
liquidation of the Partnership.

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

      Accounts  receivable - affiliates at both June 30, 1999 and March 31, 1999
include  $26,000 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
June 30, 1999 and March 31, 1999 also includes $6,000 and $10,000, respectively,
of  expenses  paid by the  Partnership  on behalf of the joint  ventures  during
fiscal 1993.

      Included  in  general  and  administrative  expenses  for the  three-month
periods  ended June 30,  1999 and 1998 is  $47,000  and  $45,000,  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 three-month
periods  ended  June 30,  1999  and 1998 is  $3,000  and  $1,000,  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 June 30, 1999, the Partnership had investments in two unconsolidated
joint  venture  partnerships  (four  at  June  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.

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

                    Condensed Combined Summary Of Operations
               For the three months ended March 31, 1999 and 1998
                                 (in thousands)

                                                1999            1998
                                                ----            ----

Revenues:
   Rental revenues and expense recoveries     $ 2,109         $ 2,791
   Interest and other income                        7              40
                                              -------         -------
                                                2,116           2,831
Expenses:
   Property operating expenses                    653             817
   Real estate taxes                              447             421
   Mortgage interest expense                        -             175
   Interest expense payable to partner              -             200
   Depreciation and amortization                  699             758
                                              -------         -------
                                                1,799           2,371
                                              -------         -------
Net income                                    $   317         $   460
                                              =======         =======

Net income:
   Partnership's share of combined income     $   186         $   248
   Co-venturers' share of combined income         131             212
                                              -------         -------
                                              $   317         $   460
                                              =======         =======

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

                                                1999             1998
                                                ----             ----

   Partnership's share of combined
     income, as shown above                   $   186         $    248
   Amortization of excess basis                    (4)             (12)
                                              -------         --------
   Partnership's share of unconsolidated
     ventures' income                         $   182         $   236
                                              =======         =======

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

      At June 30, 1999, the  Partnership's  balance sheet includes one operating
investment  property  (three at June 30,  1998):  the  Warner/Red  Hill Business
Center,  owned by Warner/Red Hill Associates,  a  majority-owned  and controlled
joint venture.  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.

      Effective  August 1,  1997,  the  co-venture  partner in  Warner/Red  Hill
Associates  assigned its interest in the joint venture to First Equity Partners,
Inc., the Managing General Partner of the  Partnership,  in return for a release
from any further obligations under the terms of the joint venture agreement.  As
a result,  the  Partnership  assumed control of the operations of the Warner/Red
Hill joint  venture.  Accordingly,  the venture is presented  on a  consolidated
basis in the  accompanying  financial  statements.  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's policy is
to report the  operations of the  consolidated  joint  ventures on a three-month
lag.

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

     Mortgage  notes  payable at June 30, 1999 and March 31, 1999 consist of the
following (in thousands):

                                                  June 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 June 30,  1999 and  March
     31, 1999.                                    $ 6,061        $ 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 is secured
     by the  Warner/Red  Hill  operating
     investment  property.  The note was
     amended  and  restated  during 1994
     (see  discussion  below).  The note
     bears interest at 2.875% per annum,
     requires  monthly  payments  of $24
     and has a scheduled  maturity  date
     of  August  1,  2003.                          5,042          5,076
                                                  -------        -------
                                                   11,103         14,425

     Less:  Discount on Warner/Red  Hill
     debt, net of amortization of $1,239
     and  $932 at  March  31,  1999  and
     December  31,  1998,  respectively.
     (See discussion below).                         (921)          (898)
                                                  -------        -------
                                                  $10,182        $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 will bear interest
at 2.875% per annum and monthly  principal and interest payments of $24,000 will
be required. In addition, the lender required a participation in the proceeds of
a  future  sale or debt  refinancing  in order to  enter  into  this  agreement.
Accordingly,  upon the sale or refinancing of the Warner/Red Hill property,  the
lender will receive 40% of the residual value of the property, as defined, above
a specified  level after the  repayment of the  outstanding  balance of the loan
payable. The extension and modification  agreement also required the Partnership
to establish an escrow account in the name of the joint venture and to fund such
escrow with an equity  contribution  of $350,000.  The escrowed  funds are to be
used  solely  for the  payment  of  capital  and  tenant  improvements,  leasing
commissions and real estate taxes related to the Warner/Red  Hill property.  The
balance  of the  escrow  account  is to be  maintained  at a  minimum  level  of
$150,000.  In the event that the escrow  balance falls below  $150,000,  all net
cash flow from the property is to be deposited into the escrow until the minimum
balance is re-established.  It is not practicable for management to estimate the
fair value of the mortgage note secured by the Warner/Red Hill property  without
incurring excessive costs due to the unique terms of the note.

      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  $2,160,000  and  $1,830,000  at June 30, 1999 and March 31, 1999,
respectively.  Due to the expected sale of the Warner/Red  Hill property  during
fiscal 2000, the  Partnership has 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. Amortization of the debt discount charged to interest
expense totalled  $307,000 and $233,000 for the three months ended June 30, 1999
and June 30, 1998, respectively.


<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
-------------------------------

      As previously reported, in light of the continued strength in the national
real estate market with respect to  multi-family  apartment  properties  and the
improvements in the office/R&D  property markets,  management believes that this
is an opportune time to sell the  Partnership's  portfolio of  properties.  As a
result, management has been focusing on potential disposition strategies for the
remaining  investments  in the  Partnership's  portfolio.  Although there are no
assurances,  it is  currently  contemplated  that  sales  of  the  Partnership's
remaining  assets could be completed by the end of calendar year 1999.  The sale
of the  three  remaining  real  estate  investments  would  be  followed  by the
liquidation of the Partnership.

      With the sales of the Chandler's Reach Apartments, Monterra Apartments and
Sunol Center Office Buildings during fiscal 1999, and the resulting reduction in
distributable  cash flow to be  received  by the  Partnership,  the payment of a
regular quarterly distribution was discontinued beginning with the quarter ended
March 31, 1999. A final  regular  quarterly  distribution  of $5.00 per original
$1,000  investment,  which is equivalent to a 2% annualized rate of return on an
original $1,000 investment,  was made on February 12, 1999 for the quarter ended
December 31, 1998.

      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 64,000 square foot 1881 Worcester Road Office  Building  remained 100%
leased  as of June 30,  1999.  As  previously  reported,  while  this  two-story
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.  This new  tenant is
expected to take  occupancy  during the quarter  ending  September 30, 1999. Now
that this new lease has been signed,  the Partnership and its co-venture partner
have decided to sell 1881 Worcester Road. A firm has been selected to market the
property for sale, and a sales package was finalized. Comprehensive sale efforts
were  underway by early May 1999. As a result of such  efforts,  several  offers
have been 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.  However,  since any sale
transaction  remains  contingent  upon,  among other  things,  the  satisfactory
completion of the buyer's due  diligence,  there are no  assurances  that a sale
will be completed.

      1881  Worcester  Road  is  under a  contract  for  sale to this  unrelated
third-party  buyer for  $7,950,000.  The  Partnership  is  expected  to  receive
distributable  net sale proceeds of  approximately  $6,825,000  after  deducting
estimated  closing costs and property  proration  adjustments  of  approximately
$400,000,  and the  co-venture  partner is expected  to receive  $725,000 as its
share of the  sale  proceeds.  If this  potential  sale  transaction  closes  as
described,  a Special  Distribution of approximately  $68.25 per original $1,000
investment  is expected to be paid to the Limited  Partners by October 31, 1999.
As previously  reported,  the owner of a gas station abutting the 1881 Worcester
Road property notified the Partnership of a leak in an underground  storage tank
on  the  gas  station   property.   They  also  notified  the  Partnership  that
contamination  has  migrated to the 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.  Any buyer of the 1881 Worcester Road property will
receive these same  protections  through an  assignment  of the  indemnification
agreement which would be made as part of any sale. The Partnership  continues to
assess the  contamination  of the  property as well as monitor the status of any
assessment and remediation activities by the operator of the gas station.

      The 625 North  Michigan  Office  Building  in Chicago,  Illinois,  was 92%
leased as of June 30, 1999,  compared to 93% leased as of March 31,  1999.  Over
the next year,  eight  leases  representing  a total of 12,939  square  feet are
scheduled  to expire.  The  property's  leasing  team  expects that two of these
tenants  occupying  3,547 square feet will renew,  and that the remaining  space
will be  leased  to new  tenants.  The  property's  leasing  team  continues  to
negotiate with two prospective tenants that would lease a total of approximately
7,450 square feet. As previously reported, the local market continues to display
an improving  trend. In this local market,  where there is no current or planned
new  construction of office space, the market vacancy level at June 30, 1999 has
been reduced to 8.6%,  which places more upward  pressure on rental  rates.  The
higher effective rents currently being achieved at 625 North Michigan Avenue are
expected to increase cash flow and value as new tenants sign leases and existing
tenants sign lease  renewals in calendar  year 1999.  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.  Subsequent to the quarter ended June 30,
1999, the  Partnership  selected a real estate  brokerage firm to market the 625
North  Michigan  property for sale.  Materials  for the  marketing  packages are
currently being finalized and  comprehensive  sale efforts are expected to begin
by September 30, 1999.

      As previously reported, with a strong occupancy level and a stable base of
tenants, the Partnership believes it is an 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 to  market  Warner/Red  Hill for  sale.  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. As of April 30, 1999, seven offers had been 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 then asked to
submit best and final offers. After completing an evaluation of these offers and
the relative strength of the prospective purchasers,  the Partnership negotiated
a purchase and sale agreement with a prospective  buyer which was signed on June
24, 1999. The prospective  buyer completed its due diligence review work on July
23, 1999 and made a non-refundable  deposit of $150,000. The sale transaction is
currently expected to close by September 30, 1999.

      Warner/Red Hill is under a contract for sale to his unrelated  third-party
buyer for $10,900,000.  The Partnership is expected to receive distributable net
sale proceeds of  approximately  $3,240,000  after deducting  estimated  closing
costs and property proration adjustments of approximately  $500,000,  payment of
approximately $5,000,000 for the first mortgage loan secured by the property and
payment  to the  lender  of  approximately  $2,160,000  as its share of the sale
proceeds.  The lender received a 40% participation in the residual value of this
property as part of a loan workout  dated as of August 15, 1993. As part of that
same workout, the interest rate on the loan was reduced from approximately 9.36%
to 2.875%.  If this potential sale  transaction  closes as described,  a Special
Distribution of approximately  $32.40 per original $1,000 investment is expected
to be paid to the Limited Partners by October 31, 1999.

      At June 30, 1999, the Partnership and its  consolidated  joint venture had
available cash and cash  equivalents of approximately  $5,674,000.  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  and the funding of capital  enhancements  and  potential
leasing  costs for its  commercial  property  investments.  The source of future
liquidity and  distributions to the partners is expected to be from the sales or
refinancing of the operating  investment  properties.  Such sources of liquidity
are  expected  to be  sufficient  to  meet  the  Partnership's  needs  on both a
short-term and long-term  basis. As noted above,  the Partnership  expects to 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 June 30, 1999
--------------------------------

      There was a $55,000  favorable change in the  Partnership's  net operating
results  for the three  months  ended June 30,  1999 when  compared  to the same
period  in the prior  year.  This  favorable  change  in the  Partnership's  net
operating results 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  wholly-owned  Crystal Tree Commerce Center on May 14,
1999 and  realized  a gain of  $563,000.  The gain  realized  on the sale of the
Crystal Tree Commerce Center was partially offset by a $254,000  increase in the
Partnership's  operating  loss, a $200,000  decrease in interest income on notes
receivable  from   unconsolidated   ventures  and  a  $54,000  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  Crystal  Tree
operating investment  property,  as discussed above. The results for the quarter
ended June 30, 1998 include three months of Crystal Tree  operations as compared
to only one and one-half  months  during the current  period.  In addition,  the
current period results include various  write-offs in conjunction  with the sale
of the Crystal Tree  operating  investment  property.  The increase in operating
loss  attributable  to the sale of  Crystal  Tree  was  partially  offset  by an
increase in interest and other income.  Interest and other income  increased due
to the interest earned on the Crystal Tree sale proceeds which were  temporarily
invested in  money-market  instruments  pending the  distribution to the Limited
Partners  which was made on June 15, 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 $104,000
at 625 North Michigan  during the current period due to  professional  cleaning,
painting, and other maintenance work performed at the property.


<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  May 14,  1999  was  filed  by the
Partnership  during the current  quarter to report the sale of the  wholly-owned
Crystal Tree Commerce 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:  August 9, 1999