UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

                                    FORM 10-Q

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

                         SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                                       OR

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

            For the transition period from ______ to _______ .


                            Commission File Number:  0-14857


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


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


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


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


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

            PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                        CONSOLIDATED BALANCE SHEETS
             September 30, 1997 and March 31, 1997 (Unaudited)
                              (In thousands)

                                  ASSETS
                                             September 30     March 31
                                             ------------     --------
Operating investment properties:
   Land                                     $    3,962      $     3,962
   Building and improvements                    28,322           28,322
                                            ----------      -----------
                                                32,284           32,284
   Less accumulated depreciation               (11,441)         (10,823)
                                            ----------      -----------
                                                20,843           21,461

Investments in unconsolidated joint ventures    22,658           22,525
Cash and cash equivalents                        3,913            4,325
Prepaid expenses                                     -               13
Accounts receivable, net                            52              139
Accounts receivable - affiliates                   272              260
Deferred rent receivable                           336              353
Deferred expenses, net                             650              660
                                            ----------      -----------
                                            $   48,724      $    49,736
                                            ==========      ===========

                     LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses       $      660      $       474
Interest payable                                    60               60
Bonds payable                                    1,472            1,503
Mortgage notes payable                           9,579            9,649
Co-venturer's share of net assets of
  consolidated joint venture                       187              187
Partners' capital                               36,766           37,863
                                            ----------      -----------
                                            $   48,724      $    49,736
                                            ==========      ===========






                          See accompanying notes



<PAGE>


               PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF OPERATIONS
   For the three and six months ended September 30, 1997 and 1996 (Unaudited)
                      (In thousands, except per Unit data)

                                  Three Months Ended      Six Months Ended
                                     September 30,          September 30,
                                 ------------------    --------------------
                                  1997       1996        1997      1996
                                  ----       ----        ----      ----

Revenues:
   Rental income and expense
     reimbursements              $  754      $  680     $ 1,512   $1,324
   Interest and other income         60          59         133      115
                                 ------      ------     -------   ------
                                    814         739       1,645    1,439
Expenses:
   Interest expense                 242         254         485      508
   Depreciation and amortization    322         317         703      693
   Property operating expenses      291         335         556      629
   Real estate taxes                 79          36         159      115
   General and administrative       174          70         240      160
   Bad debt expense                   -           3          16       30
                                 ------      ------     -------   ------
                                  1,108       1,015       2,159    2,135
                                 ------      ------     -------   ------
Operating loss                     (294)       (276)       (514)    (696)

Investment income:
   Interest income on notes
     receivable from 
     unconsolidated ventures        200         200         400      400
   Partnership's share of 
      unconsolidated
      ventures' income               65          89          27       85
                                 ------      ------     -------   ------

Net income (loss)                $  (29)     $   13     $   (87)  $ (211)
                                 ======      ======     =======   ======

Net income (loss) per Limited
  Partnership Unit               $(0.01)     $ 0.01     $ (0.04)  $(0.10)
                                 ======      ======     =======   ======

Cash distributions per Limited
  Partnership Unit               $ 0.25      $ 0.12     $  0.50   $ 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 six months ended September 30, 1997 and 1996 (Unaudited)
                                 (In thousands)

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

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

Balance at March 31, 1997                       $ (950)         $38,813
Net loss                                            (1)             (86)
Cash distributions                                 (10)          (1,000)
                                               -------          -------
Balance at September 30, 1997                  $  (961)         $37,727
                                               =======          =======






















                          See accompanying notes.



<PAGE>


               PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        For the six months ended September 30, 1997 and 1996 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)
                                                        1997       1996
                                                        ----       ----
Cash flows from operating activities:
  Net loss                                           $   (87)    $  (211)
  Adjustments to reconcile net loss to
  net cash provided by operating activities:
   Partnership's share of unconsolidated 
     ventures' income                                    (27)        (85)
   Depreciation and amortization                         703         693
   Amortization of deferred financing costs               10          10
   Changes in assets and liabilities:
     Prepaid expenses                                     13          13
     Accounts receivable                                  87          (5)
     Accounts receivable - affiliates                    (12)          6
     Deferred rent receivable                             17         (80)
     Deferred expenses                                   (85)        (49)
     Accounts payable and accrued expenses               186          90
                                                     -------     -------
      Total adjustments                                  892         593
                                                     -------     -------
      Net cash provided by operating activities          805         382
                                                     -------     -------
Cash flows from investing activities:
  Distributions from unconsolidated joint ventures       554       1,077
  Additions to operating investment properties             -        (520)
  Additional investments in unconsolidated joint
    ventures                                            (660)       (375)
                                                     -------     -------
      Net cash (used in) provided by investing
        activities                                      (106)        182
                                                     -------     -------

Cash flows from financing activities:
  Repayment of principal on mortgage notes payable       (70)        (64)
  Repayment of district bond assessments                 (31)        (13)
  Distributions to partners                           (1,010)       (505)
                                                     -------     -------
      Net cash used in financing activities           (1,111)       (582)
                                                     -------     -------

Net decrease in cash and cash equivalents               (412)        (18)
Cash and cash equivalents, beginning of period         4,325       4,042
                                                     -------     -------
Cash and cash equivalents, end of period            $  3,913     $ 4,024
                                                    ========     =======
Cash paid during the period for interest            $    475     $   508
                                                    ========     =======

                          See accompanying notes.


<PAGE>


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


1.    General
      -------

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

      The  accompanying  financial  statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting  principles
which  requires  management to make  estimates and  assumptions  that affect the
reported amounts of assets and liabilities and disclosures of contingent  assets
and  liabilities  as of  September  30, 1997 and March 31, 1997 and revenues and
expenses for each of the three- and six-month  periods ended  September 30, 1997
and 1996. Actual results could differ from the estimates and assumptions used.

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

      Accounts  receivable - affiliates at both September 30, 1997 and March 31,
1997  includes  $100,000  due from one  joint  venture  for  interest  earned on
permanent loans and $157,000 and $145,000,  respectively,  of investor servicing
fees due from several  joint  ventures  for  reimbursement  of certain  expenses
incurred in  reporting  Partnership  operations  to the Limited  Partners of the
Partnership.  Accounts  receivable - affiliates  at both  September 30, 1997 and
March 31, 1997 also  includes  $15,000 of expenses  paid by the  Partnership  on
behalf of one of the joint ventures during fiscal 1993.

      Included in general and administrative  expenses for the six-month periods
ended  September  30,  1997  and  1996 is  $90,000  and  $81,000,  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 both of the
six-month periods ended September 30, 1997 and 1996 is $7,000, 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, 1997 and 1996, the Partnership had investments in five
unconsolidated joint venture partnerships which own operating properties as more
fully described in the Partnership's  Annual Report.  The  unconsolidated  joint
ventures are accounted for by using the equity  method  because the  Partnership
does not have a voting  control  interest  in the  ventures.  Under  the  equity
method,  the assets,  liabilities,  revenues and expenses of the  unconsolidated
joint ventures do not appear in the Partnership's financial statements. Instead,
the investments are carried at cost adjusted for the Partnership's share of each
venture's earnings, losses and distributions.  The Partnership reports its share
of unconsolidated joint venture earnings or losses three months in arrears.

      Summarized  operations  of the  unconsolidated  joint  ventures,  for  the
periods indicated, are as follows:
<PAGE>
                    Condensed Combined Summary of Operations
           For the three and six months ended June 30, 1997 and 1996
                                 (in thousands)

                                   Three Months Ended    Six Months Ended
                                        June 30,              June 30,
                                  -------------------   -----------------
                                     1997       1996      1997       1996
                                     ----       ----      ----       ----
Revenues:
   Rental revenues and
     expense recoveries            $2,865    $2,737     $5,551    $5,533
   Interest and other income           54        79         92        87
                                   ------    ------     ------    ------
                                    2,919     2,816      5,643     5,620
Expenses:
   Property operating expenses      1,067       876      2,150     1,924
   Real estate taxes                  578       572      1,051     1,067
   Mortgage interest expense          215       219        432       439
   Interest expense payable to
     partner                          200       200        400       400
   Depreciation and amortization      821       790      1,601     1,570
                                   ------    ------     ------    ------
                                    2,881     2,657      5,634     5,400
                                   ------    ------     ------    ------
Net income                         $   38    $  159     $    9    $  220
                                   ======    ======     ======    ======

Net income:
   Partnership's share of 
     combined income (loss)        $   76    $  100     $   50    $  108
   Co-venturers' share of 
     combined income (loss)           (38)       59        (41)      112
                                   ------    ------     ------    ------
                                   $   38    $  159     $    9    $  220
                                   ======    ======     ======    ======

               Reconciliation of Partnership's Share of Operations
         For the three and six months ended September 30, 1997 and 1996
                                 (in thousands)

                                    Three Months Ended    Six Months Ended
                                       September 30,       September 30,
                                   ------------------   ------------------
                                      1997      1996       1997     1996
                                      ----      ----       ----     ----
   Partnership's share of 
     combined income, as 
     shown above                   $    76     $  100    $   50    $  108
   Amortization of excess basis        (11)       (11)      (23)      (23)
                                   -------     ------    ------    ------
   Partnership's share of 
     unconsolidated ventures' 
     income                        $    65     $   89    $   27    $   85
                                   =======     ======    ======    ======
<PAGE>

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

      At September 30, 1997 and March 31, 1997, the Partnership's  balance sheet
includes two operating  investment  properties:  the  wholly-owned  Crystal Tree
Commerce  Center and the Sunol Center  Office  Buildings,  owned by Sunol Center
Associates,  a  majority-owned  and controlled  joint venture.  The Crystal Tree
Commerce  Center  consists  of  three  one-story  retail  plazas  containing  an
aggregate  of 74,923  square feet of leasable  space and one  four-story  office
building containing 40,115 square feet of leasable space,  located in North Palm
Beach,  Florida.  The Sunol Center Office Buildings comprise 116,680 square feet
of leasable space,  located in Pleasanton,  California.  The Partnership reports
the operations of Sunol Center Associates on a three-month lag.

      The following is a combined summary of property operating expenses for the
Crystal Tree Commerce  Center and the Sunol Center Office  Buildings as reported
in the Partnership's consolidated statements of operations for the three and six
months ended September 30, 1997 and 1996 (in thousands):

                                    Three Months Ended    Six Months Ended
                                       September 30,         September 30,
                                   -------------------   ------------------
                                      1997     1996        1997     1996
                                      ----     ----        ----     ----
     Property operating expenses:
      Insurance                    $   15    $   15       $  30    $   30
      Repairs and maintenance         109       122         190       237
      Utilities                        51        47          95        88
      Management fees                  24        23          50        46
      Administrative and other         92       128         191       228
                                   ------    ------       -----    ------
                                   $  291    $  335       $ 556    $  629
                                   ======    ======       =====    ======
5.    Bonds Payable
      -------------

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

<PAGE>

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

      Mortgage notes payable at September 30, 1997 and March 31, 1997 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,
1999.  In  addition,  the loan  requires
monthly    deposits    to   a    capital
improvement  escrow.  The fair  value of
the mortgage  note payable  approximated
its carrying value at September 30, 1997
and March 31, 1997.                               $ 6,235             $ 6,279

     8.39%  nonrecourse  note payable to
an insurance  company,  which is secured
by  the  Crystal  Tree  Commerce  Center
operating investment  property.  Monthly
payments, including interest, of $28 are
due beginning  November 15, 1994 through
maturity on September 19, 2001. The fair
value  of  the  mortgage   note  payable
approximated   its  carrying   value  at
September  30, 1997 and March 31,  1997.            3,344               3,370
                                                  -------             -------
                                                  $ 9,579             $ 9,649
                                                  =======             =======

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

      During  September  1994, the Partnership  obtained three new  nonrecourse,
current-pay  mortgage  loans  in  the  amounts  of  $3,600,000  secured  by  the
Chandler's Reach Apartments,  $4,920,000 secured by the Monterra  Apartments and
$3,480,000 (see description  above) secured by the Crystal Tree Commerce Center.
The Chandler's Reach and Monterra  nonrecourse  loans, which are recorded on the
books of the unconsolidated joint ventures, have terms of seven years and mature
in  September of 2001.  The  Chandler's  Reach loan bears  interest at a rate of
8.33% and requires monthly principal and interest payments of $29,000. This loan
will have an  outstanding  balance of $3,199,000 at maturity.  The Monterra loan
bears  interest at a rate of 8.45% and requires  monthly  principal and interest
payments of $40,000. This loan will have an outstanding balance of approximately
$4,380,000 at maturity.

<PAGE>

            PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

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

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

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

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

      In light of the continued strength in the national real estate market with
respect to multi-family  apartment properties and the recent improvements in the
office/R&D  property markets,  management believes that this may be an opportune
time to begin the  process of selling  the  Partnership's  operating  investment
properties.   As  a  result,  management  is  currently  focusing  on  potential
disposition  strategies  for  the  remaining  investments  in the  Partnership's
portfolio.  Although there are no assurances,  it is currently contemplated that
sales of the  Partnership's  remaining assets could be completed within the next
2-to-3 years. The two multi-family apartment properties in which the Partnership
has an interest  continue to experience  strong  occupancy levels and increasing
rental rates. As discussed  further below, the operations of the five commercial
office and retail properties in the Partnership's portfolio are either stable or
improving. As a result of the improvement in operations of the properties in the
Partnership's portfolio, particularly at Sunol Center, the Partnership increased
the quarterly  distribution  to $5.00 per original $1,000  investment,  which is
equivalent to a 2% annualized return, effective for the distribution paid on May
15, 1997 for the quarter ended March 31, 1997.

      Sunol Center,  in  Pleasanton,  California,  remained 100% leased to three
tenants at September 30, 1997. The BART (Bay Area Rapid Transit) station,  which
serves the Hacienda Business Park in which Sunol Center is located, opened ahead
of schedule in early May 1997. None of the current leases at Sunol Center expire
before October 2001. The overall  market remains strong with  increasing  rental
rates and a low vacancy level.  Selective  development in the area is continuing
as a result of this low vacancy level. Construction on two Pleasanton owner/user
office  projects,  totalling  132,000  square  feet,  was  completed  during the
quarter. Two new Pleasanton build-to-suit office developments, totalling 410,000
square feet, are under construction. Two other office projects totalling 435,000
square feet are also under  construction in this market.  Both of these projects
are  expected  to be leased at or  shortly  after  completion  of  construction.
Construction  has recently been completed on another  113,000 square foot office
project,  which was 86% leased as of the  quarter-end.  In addition,  Peoplesoft
Corporation,  a major  employer  in the  local  market,  purchased  17  acres in
Hacienda  Business  Park and has  begun  construction  of an  owner/user  campus
totalling  350,000 square feet. The existing rental rates on the leases at Sunol
Center are  significantly  below current  market rates.  Provided there is not a
dramatic  increase in either planned  speculative  development or  build-to-suit
development  with current  tenants in the local market,  the  Partnership can be
expected to achieve a materially higher sale price for the Sunol Center property
as the existing leases with below-market  rental rates approach their expiration
dates. Accordingly, management plans to defer any sale efforts for the immediate
future in order to capture this  expected  increase in value.  In the  meantime,
management will continue to closely monitor all planned development  activity in
the market.

      The 64,000 square foot 1881 Worcester Road Office Building was 100% leased
as of September  30, 1997, up from 51% for the previous  quarter.  As previously
reported,  a tenant which had occupied 19% of the net leasable area moved out of
the  building  during the  second  quarter of fiscal  1997,  although  its lease
obligation  was  scheduled to continue  until  December  1998.  During the third
quarter of fiscal  1997,  a  settlement  payment in the amount of  $100,000  was
received  from this  tenant in return  for a release  from its  remaining  lease
obligation. Also, during the third quarter of fiscal 1997, a lease expansion and
extension  agreement  was signed  with the  building's  remaining  tenant.  This
tenant,  which  agreed to extend its lease  term from  three to six  years,  now
occupies the entire  second floor of this  two-story  building,  increasing  its
occupancy  from 29% to 51% of the net rentable area. The market for office space
in the  suburban  Boston  area in  which  1881  Worcester  Road is  located  has
continued to  strengthen in recent  months.  Average  vacancy  levels at similar
buildings in the area have declined to approximately  5%. As a result,  very few
large  blocks of space are  available.  As  reported  last  quarter,  management
engaged the services of a new leasing agent for the 1881 Worcester Road building
and made various  improvements to the lobby and the building signage to make the
overall appearance more appealing. As a result, there was a dramatic increase in
leasing  activity.  During  August 1997, a new tenant  signed a lease for 31,400
square feet to occupy the entire first floor.  The space is now being  renovated
in  preparation  for the  tenant's  expected  occupancy  in December  1997.  The
property  is now 100% leased to two  financially  strong  tenants  with no lease
expirations  until  2002.  After the  move-in of the final  tenant in  December,
management  expects to turn its attention to potential sale  strategies for this
asset.

      The  Warner/Red  Hill  Business  Center was 91% leased as of September 30,
1997, down from 97% at the end of the prior quarter.  During the second quarter,
a major  tenant  extended  its lease for five years  while  downsizing  by 5,921
square  feet.  Another  tenant  occupying  1,309  square feet renewed its lease.
Leases with three tenants  occupying  11,613 square feet are scheduled to expire
over the next  twelve  months.  Recently,  the largest of these  tenants,  which
occupies 8,837 square feet,  reported that it will move from the property at the
expiration of its lease next quarter in order to consolidate operations with its
Anaheim  office.  Of the  remaining  two tenants,  one with 1,309 square feet is
expected to renew,  and the other is expected to move.  Local  rental  rates for
office space have  experienced a modest  increase in recent months.  This is the
first positive sign of potentially  improving  market  conditions in the Tustin,
California  area  in  several  years.  With  the  lack  of  speculative   office
construction  in the local  market,  the  property's  leasing team is cautiously
optimistic that general market conditions will continue to improve during fiscal
1998 and that there will be significant  interest from potential  tenants in the
vacant space at Warner/Red Hill.  Since market  conditions are improving and the
estimated  market  value of the  Warner/Red  Hill  property  remains  below  the
outstanding  balance of the first mortgage debt, there are no immediate plans to
market this asset for sale.

      The 625 North  Michigan  Office  Building  in Chicago,  Illinois,  was 89%
leased at September 30, 1997,  compared to 87% at the end of the prior  quarter.
During the second quarter,  one new tenant signed a lease for 7,011 square feet,
and two tenants  totalling  2,577 square feet renewed their  leases.  During the
next twelve months,  leases for eight tenants  occupying 14,750 square feet will
expire.  The property's leasing team expects four of the eight tenants occupying
7,035 square feet to renew,  and the remaining space is expected to be leased to
new tenants.  Rental rates in the local market continue to improve steadily. The
elevator  modernization  project at 625 North Michigan is nearing completion now
that  all  four  low-rise  elevators  and two of the  four  high-rise  cars  are
complete.  The remaining two high-rise  cars are expected to be completed by the
end of calendar year 1997. The elevator  controls upgrade project is progressing
on schedule and within the budgeted cost of approximately  $700,000.  Management
is  currently  analyzing a  potential  project to upgrade  the  building  lobby,
recapture  currently  unleasable  first  floor  space,  and  convert  all of the
leasable  first  floor  space to retail  usage.  Rental  rates paid by  high-end
retailers on North Michigan Avenue are substantially  greater than those paid by
office tenants. While the costs of such a project would be substantial, it could
have a  significantly  positive  effect  on the  market  value of the 625  North
Michigan  property.  A  comprehensive  cost-benefit  analysis of this  potential
project is expected to be completed over the next several months.

      The  occupancy  level at the Crystal  Tree  Commerce  Center in North Palm
Beach,  Florida was 96% as of September  30, 1997, a 1% increase  from the prior
quarter.  During the quarter,  two new tenants occupying a total of 1,867 square
feet signed leases,  and four existing tenants renewed and expanded their leases
by a total of 4,739 square feet. Two other existing tenants renewed their leases
but  downsized  their  space by a total of 2,864  square  feet,  and two tenants
totalling 2,043 square feet vacated at their lease  expiration.  During the next
twelve months,  leases for nine tenants occupying 8,549 square feet will expire.
Eight of these nine tenants, occupying 7,909 square feet, are expected to renew,
and the remaining  space is expected to be leased to a new tenant.  Rental rates
and occupancy  levels in the local market are continuing to increase  gradually.
However, rents are not expected to rise to a level over the near term that would
justify new  construction  in the local  market.  Management  is  continuing  to
position Crystal Tree Commerce Center for a future sale by having the property's
management  and  leasing  team  negotiate  rental  rates  for  new  leases  on a
triple-net basis. This requires each tenant to be 100% responsible for its share
of  operating  expenses.  Currently,  39% of the leases at the property are on a
triple-net basis, up 19% from the prior quarter.  Consequently, at this time the
property owner is  responsible  for the tenant's  portion of operating  expenses
above a base  amount for a total of 61% of the  leases.  By the year  2000,  the
leasing plan for Crystal Tree calls for 84% of the leases to have been converted
to a  triple-net  basis.  Because  most new leases in the local  market are on a
triple-net  basis,  this  conversion  is  expected  to  increase  interest  from
prospective buyers of the property and result in a higher sale price.

      The average  occupancy  level at Chandler's  Reach  Apartments in Redmond,
Washington,  was 95% for the quarter  ended  September  30, 1997, up 1% from the
previous  quarter.  This  increase in occupancy is a direct  result of continued
strong employment growth at the major area employers, Microsoft and Boeing. As a
result,  the property's leasing team raised the rental rates by 4% on new leases
during the quarter  ended March 31, 1997; by an additional 3% during the quarter
ended June 30, 1997; and an additional 2% during the quarter ended September 30,
1997. Capital improvements completed during the second quarter included painting
of  the  entire  property's  exterior  at  a  cost  of  approximately  $150,000,
resurfacing  and  striping  of the parking  lot,  repair of some roof damage and
continuation  of the  water  and  sewer  sub-metering  project  that  is now 75%
complete.  This  sub-metering  project,  which is expected to lower the property
owner's costs by passing  water and sewer  expenses  through to the tenants,  is
expected to be fully completed by calendar  year-end 1997.  Management  plans to
explore  potential sale  opportunities  with respect to Chandler's  Reach in the
next  several  months as a result of the current  strength of the local  market.
There are no assurances, however, that any sale transaction will be completed in
the near term.

      The  average  occupancy  level at the  Monterra  Apartments  in La  Jolla,
California,  was 96% for the quarter ended  September 30, 1997,  compared to 97%
for the prior  quarter.  The  decrease in occupancy  at Monterra  Apartments  is
primarily   attributable  to  the   implementation  of  aggressive  rental  rate
increases.  The local apartment rental market is strong,  and Monterra's leasing
team  continues to raise the rental rates on leases being signed by new tenants.
Rental rates for new leases were raised by 2% during the quarter ended March 31,
1997;  by an  additional  1% for the  quarter  ended  June 30,  1997;  and by an
additional 3% in the quarter ended September 30, 1997. Rental rates are expected
to  increase  another 2% next  quarter.  This will bring the total  rental  rate
increase to 8% for calendar year 1997.  Rental rate growth of 10% is believed to
be achievable for calendar year 1998. The capital  project to repair and replace
water-damaged stair towers and landings has commenced with estimated  completion
by  calendar  year-end  1997  at an  expected  cost of  approximately  $250,000.
Management is also  evaluating  the Monterra  property for a possible  near-term
sale in light of the strength of the local market conditions.

      At September 30, 1997, the Partnership and its consolidated  joint venture
had available  cash and cash  equivalents  of  approximately  $3,913,000.  These
funds,  along  with the  future  cash  flow  distributions  from  the  operating
properties,  will  be  utilized  for the  working  capital  requirements  of the
Partnership,  monthly loan  payments,  the funding of capital  enhancements  and
potential  leasing  costs  for  its  commercial  property  investments,  and for
distributions to the partners.  The source of future liquidity and distributions
to the partners is expected to be from the sales or refinancing of the operating
investment  properties.  Such sources of liquidity are expected to be sufficient
to meet the Partnership's needs on both a short-term and long-term basis.

Results of Operations
Three Months Ended September 30, 1997
-------------------------------------

     There was a $42,000  unfavorable  change in the Partnership's net operating
results for the three months ended  September 30, 1997 when compared to the same
period in the prior  year.  This  unfavorable  change in the  Partnership's  net
operating  results was due to a $24,000 decrease in the  Partnership's  share of
unconsolidated  ventures'  income and an $18,000  increase in the  Partnership's
operating  loss. The  Partnership's  share of  unconsolidated  ventures'  income
decreased  largely  due to  unfavorable  changes of $49,000  and  $95,000 in the
Partnership's  share of the net operating  results of the 625 North Michigan and
1881 Worcester Road joint ventures,  respectively. The unfavorable change in the
net  operating  results  at 625 North  Michigan  was  mainly  due to a  $196,000
increase in repairs and  maintenance  expense  due to the  modernization  of the
building's  elevator  controls,  as  discussed  further  above.  The increase in
repairs and maintenance expense at 625 North Michigan was partially offset by an
$89,000  increase in rental income due to an increase in occupancy when compared
to the  same  period  in the  prior  year.  The  unfavorable  change  in the net
operating  results  at 1881  Worcester  Road  was  primarily  attributable  to a
significant decrease in occupancy compared to the same period in the prior year.
Due to the  Partnership's  policy of reporting the results of the joint ventures
on a  three-month  lag,  the results  for the current  period do not reflect the
lease-up of the vacant first floor,  as discussed  further  above.  Once the new
tenant takes occupancy, rental revenues at 1881 Worcester Road will exceed their
fiscal 1997 levels. The unfavorable  changes in the net operating results of the
1881 Worcester Road and 625 North Michigan joint ventures were partially  offset
by a $68,000  favorable  change the net operating  results of the Monterra joint
venture. The favorable change in the net operating results of the Monterra joint
venture was mainly due to an increase in average rental rates during the current
three-month  period as a result  of the  strong  local  apartment  market  and a
decrease in general and administrative expenses.

      The Partnership's  operating loss, which includes the operating results of
the wholly-owned  Crystal Tree Commerce Center and the consolidated Sunol Center
joint venture,  increased mainly due to increases in general and  administrative
expenses and real estate taxes of $104,000  and $43,000,  respectively.  General
and  administrative  expenses  increased  mainly  due to  increases  in  certain
required  professional fees during the current  three-month  period. Real estate
taxes  increased  due to real  estate  tax  refunds  received  during  the prior
three-month  period at Sunol  Center.  A $74,000  increase in rental  income and
expense  reimbursements  and a $44,000 decrease in property  operating  expenses
partially offset the increases in general and  administrative  expenses and real
estate taxes.  Rental income  increased at both Sunol Center and Crystal Tree by
$65,000 and $9,000,  respectively.  Property operating expenses decreased mainly
due to decreases in repairs and maintenance at Sunol Center.

<PAGE>

Six Months Ended September 30, 1997
-----------------------------------

      The  Partnership's net loss decreased by $124,000 for the six months ended
September  30, 1997 when  compared  to the same  period in the prior year.  This
favorable change in net loss was due to a $182,000 decrease in the Partnership's
operating  loss  which  was  partially  offset  by a  $58,000  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 Sunol Center joint venture,  decreased
mainly due to a $188,000  increase in rental income and expense  reimbursements.
Rental  income and expense  reimbursements  increased  at both Sunol  Center and
Crystal Tree by $146,000 and $42,000,  respectively.  A $24,000  increase in the
Partnership's  operating expenses partially offset the increase in rental income
and expense  reimbursements.  The  Partnership's  operating  expenses  increased
primarily  due to  increases  in general and  administrative  expenses  and real
estate taxes of $80,000 and $44,000,  respectively.  General and  administrative
expenses increased mainly due to increases in certain required professional fees
during the current  six-month  period.  Real estate taxes  increased due to real
estate tax refunds received during the prior six-month period at Sunol Center. A
$73,000 decrease in property  operating  expenses partially offset the increases
in general and administrative expenses and real estate taxes. Property operating
expenses  decreased  mainly due to decreases in repairs and maintenance at Sunol
Center. In addition,  interest expense decreased by $23,000 due to the scheduled
principal  payments on the debts secured by the Sunol  Center,  Crystal Tree and
625 North Michigan properties.

      The  Partnership's  share of  unconsolidated  ventures'  income  decreased
largely due to unfavorable  changes of $183,000 and $69,000 in the Partnership's
share of the net  operating  results  of the 1881  Worcester  Road and 625 North
Michigan joint ventures,  respectively.  The unfavorable change in net operating
results  at 1881  Worcester  Road is  primarily  attributable  to a  significant
decrease  in  occupancy  compared  to the same  period  in the  prior  year,  as
discussed further above. The unfavorable  change in the net operating results at
625 North  Michigan  was  mainly  due to a  $211,000  increase  in  repairs  and
maintenance expense.  Repairs and maintenance increased due to the modernization
of the building's elevator controls, as discussed further above. The increase in
repairs and maintenance at 625 North Michigan was partially  offset by a $46,000
decrease in the venture's  real estate taxes.  Real estate taxes  decreased as a
result of certain real estate tax refunds received during the current  six-month
period at 625 North  Michigan.  The  unfavorable  changes  in the net  operating
results of the 1881  Worcester  Road and 625 North  Michigan joint ventures were
partially  offset  by  favorable  changes  of  $73,000  and  $53,000  in the net
operating   results  of  the  Monterra  and  Chandler's  Reach  joint  ventures,
respectively.  The  favorable  changes in the net  operating  results of both of
these joint ventures was mainly due to rental rate increases  during the current
six-month  period which were achieved as a result of the strong local  apartment
markets.

<PAGE>

                                  PART II
                             Other Information

Item 1. Legal Proceedings  NONE

Item 2. through 5.         NONE

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits: NONE

(b) Reports on Form 8-K:

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



<PAGE>



            PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP


                                SIGNATURES

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


                              PAINEWEBBER EQUITY PARTNERS ONE
                                    LIMITED PARTNERSHIP


                              By:  First Equity Partners, Inc.
                                   Managing General Partner





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

Dated:  November 10, 1997