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 DECEMBER 31, 1995

                                      OR

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

            For the transition period from           to          .


                            Commission File Number    :  0-14857


                 PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

            (Exact name of registrant as specified in its charter)


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


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


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


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


                       

<PAGE>

             PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                         CONSOLIDATED BALANCE SHEETS
               December 31, 1995 and March 31, 1995 (Unaudited)
                                (In Thousands)

                                    ASSETS
                                                    December 31      March 31

Operating investment properties:
   Land                                            $   3,962        $   3,962
   Buildings and improvements                         27,899           25,769
                                                   ---------        ---------
                                                      31,861           29,731
   Less accumulated depreciation                     ( 9,005)          (8,222)
                                                   ---------        ---------
                                                      22,856           21,509

Investments in unconsolidated joint 
     ventures, at equity                              24,223           25,036
Cash and cash equivalents                              3,764            6,460
Escrowed cash                                            161                -
Prepaid expenses                                          21               12
Accounts receivable, net                                 291               77
Accounts receivable - affiliates                         232              215
Deferred rent receivable                                   -               29
Deferred expenses, net                                   752              234
                                                   ---------        ---------
                                                   $  52,300        $  53,572
                                                   =========        =========

                      LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses             $      762       $      285
Bonds payable                                          1,621            1,648
Notes payable                                          9,811            9,900
Minority interest in net assets of
  consolidated joint venture                             187              187
Partners' capital                                     39,919           41,552
                                                   ---------        ---------
                                                   $  52,300        $  53,572
                                                   =========        =========

      CONSOLIDATED  STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
        For the nine months ended December 31, 1995 and 1994 (Unaudited)
                                (In Thousands)
                                                    General     Limited
                                                    Partners    Partners

Balance at March 31, 1994                          $ (804)      $52,611
Net loss                                              (11)       (1,051)
                                                   -------      --------
Balance at December 31, 1994                       $ (815)      $51,560
                                                   ======       =======

Balance at March 31, 1995                          $ (912)      $42,464
Net loss                                               (9)         (866)
Cash distributions                                     (8)         (750)
                                                  -------       -------
Balance at December 31, 1995                      $ ( 929)      $40,848
                                                  =======       =======



                           See accompanying notes.


<PAGE>


              PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                     CONSOLIDATED  STATEMENTS  OF  OPERATIONS
   For the three and nine months ended December 31, 1995 and 1994 (Unaudited)
                     (In thousands, except per Unit data)

                                   Three Months Ended      Nine  Months Ended
                                      December 31,            December 31,
                                     1995       1994          1995      1994
                                     ----       ----          ----      ----
Revenues:
   Rental income and expense
     reimbursements               $   582     $   459       $1,592     $1,354
   Interest and other income           65          88          219        234
                                  -------     -------       ------     ------
                                      647         547        1,811      1,588
Expenses:
   Property operating expenses        507         328        1,084        934
   Depreciation and amortization      362         283          870        759
   Interest expense                   247         209          774        756
   General and administrative         151         186          428        457
   Bad debt expense                     -           -           27          3
                                  -------     -------       ------     ------
                                    1,267       1,006        3,183      2,909
                                  -------     -------      -------    -------
Operating loss                       (620)       (459)      (1,372)    (1,321)

Investment income:
 Interest income on notes
   receivable
   from unconsolidated 
   ventures                          200         200          600        600
 Partnership's share 
   of unconsolidated
   ventures' income (losses)           4         39         (103)      (591)
                                   -------     -------       ------     ------

Net loss                           $ (416)    $  (220)     $  (875)  $ (1,312)
                                   =======     =======      =======   ========

Net loss per Limited
  Partnership Unit                  $(0.20)     $(0.11)      $(0.43)    $(0.65)
                                    ======      ======       ======     ======

Cash distributions per Limited
  Partnership Unit                 $  0.13      $    -       $ 0.38     $    -
                                   =======      ======       ======     ======


   The above net loss and cash  distributions  per Limited  Partnership Unit are
based upon the  2,000,000  Limited  Partnership  Units  outstanding  during each
period.









                           See accompanying notes.


<PAGE>


             PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                    CONSOLIDATED  STATEMENTS  OF CASH FLOWS 
        For the nine months ended December 31, 1995 and 1994 (Unaudited)
               Increase (Decrease) in Cash and Cash Equivalents
                                (In thousands)


                                                       1995              1994
                                                       ----              ----
Cash flows from operating activities:
  Net  loss                                           $ (875)         $(1,062)  
Adjustments  to  reconcile  net  loss to net cash
  provided by (used for) operating activities:
   Partnership's share of unconsolidated
      ventures' losses                                   103              341
   Depreciation and amortization                         870              759
   Amortization of deferred financing costs               15               48
   Interest expense on zero coupon loans                   -              230
     Changes in assets and liabilities:
     Escrowed cash                                      (161)             (37)
     Prepaid expenses                                     (9)             (38)
     Accounts receivable                                (214)             (93)
     Accounts receivable - affiliates                    (17)             159
     Deferred rent receivable                             29               46
     Deferred expenses                                  (620)               -
     Other assets                                          -              (43)
     Accounts payable and accrued expenses               477              322
                                                  ----------       ----------
      Total adjustments                                  473            1,694
                                                  ----------       ----------
      Net cash provided by (used for)
      operating activities                             (402)              632
                                                  ----------       ----------

Cash flows from investing activities:
  Distributions from unconsolidated
      joint ventures                                     987            1,769
   Additions to operating investment properties       (2,130)            (107)
  Additional investments in unconsolidated
    joint ventures                                      (277)          (1,527)
                                                 -----------        ---------
Net cash provided by (used for) 
    investing activities                              (1,420)             135
                                                  ----------       ----------

Cash flows from financing activities:
  Repayment of principal and deferred
    interest on long-term debt                         (116)           (4,066)
  Issuance of note payable                                 -            3,480
  Payment of deferred financing costs                      -             (146)
  Distributions to partners                             (758)               -
                                                ------------       ----------
      Net cash used for financing activities            (874)            (732)
                                                ------------       ----------

Net increase (decrease) in cash and
 cash equivalents                                     (2,696)              35

Cash and cash equivalents, beginning of period         6,460            6,263
                                                ------------        ---------

Cash and cash equivalents, end of period         $     3,764         $  6,298
                                                 ===========         ========

Cash paid during the period for interest         $       759         $  2,476
                                                 ===========         ========

                           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, 1995.

        In the opinion of management,  the  accompanying  financial  statements,
    which have not been audited,  reflect all  adjustments  necessary to present
    fairly the results for the interim period. All of the accounting adjustments
    reflected in the accompanying  interim financial  statements are of a normal
    recurring nature.

2.  Investments in Unconsolidated Joint Venture Partnerships

        As of December 31, 1995 and 1994,  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:

                   Condensed  Combined  Summary of Operations
  For the three and nine months ended September 30, 1995 and 1994
                                (in thousands)

                                   Three Months Ended     Nine Months Ended
                                     September 30,            September 30,
                                    1995        1994        1995        1994
                                    ----        ----        ----        ----

Revenues:
   Rental revenues and
     expense recoveries          $  2,784    $  2,843     $ 8,138     $ 7,963
   Interest and other income           45          72         140         143
                                 --------    --------     -------     -------
                                    2,829       2,915       8,278       8,106
Expenses:
   Property operating expenses        967         951       2,771       2,668
   Real estate taxes                  620         684       1,879       2,069
   Mortgage interest expense          246         169         682         840
   Interest expense payable to
       partner                        200         200         600         600
   Depreciation and amortization      768         733       2,342       2,237
                                 --------    --------     -------     -------
                                    2,801       2,737       8,274       8,414
                                 --------    --------     -------     -------
Net income (loss)                $     28    $    178     $     4     $  (308)
                                 ========    ========     =======     =======

Net income (loss):
  Partnership's share of
    combined
    income (loss)               $     16     $     60     $  (68)     $  (527)
  Co-venturers' share of 
    combined
    incomes (loss)                    12          118          72         219
                                --------     --------     -------     -------
                                $     28     $    178     $     4     $  (308)
                                ========     ========     ======      ========


<PAGE>


              Reconciliation of Partnership's  Share of Operations
         For the three and nine months ended September 30, 1995 and 1994
                                (in thousands)

                                   Three Months Ended      Nine Months Ended
                                     September 30,          September 30,
                                       1995     1994        1995        1994
                                       ----     ----        ----        ----

Partnership's share of combined
   income (loss), as shown above   $    16    $    60     $   (68)  $  (527)
Amortization of excess basis           (12)       (21)        (35)      (64)
                                   --------   --------    -------   -------
Partnership's share of
  unconsolidated
  ventures' income (losses)        $     4    $    39      $ (103)  $  (591)
                                   =======    =======      ======   =======

3. Operating Investment Properties

        At December 31, 1995 and March 31, 1995, 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 nine months ended December 31, 1995 and 1994 (in thousands):

                                    Three Months Ended      Nine Months Ended
                                      December 31,             December 31,
                                    1995        1994         1995       1994
                                    ----        ----         ----       ----

     Property operating expenses:
      Real estate taxes           $    89      $   30     $   148      $  166
      Repairs and maintenance         169          98         326         249
      Utilities                        30          30         109         100
      Management fees                  42          40          87          85
      Administrative and other        177         130         414         334
                                  -------      ------     -------      ------
                                  $   507      $  328     $ 1,084      $  934
                                  =======       =====     =======      ======

4. Related Party Transactions

        Accounts receivable - affiliates at both December 31, 1995 and March 31,
    1995 includes  $100,000 due from one joint venture for interest  earned on a
    permanent  loan  and  $117,000  and  $100,000,   respectively,  of  investor
    servicing  fees due from three of the joint  ventures for  reimbursement  of
    certain expenses incurred in reporting Partnership operations to the Limited
    Partners  of the  Partnership.  Accounts  receivable  -  affiliates  at both
    December 31, 1995 and March 31, 1995 also includes  $15,000 of expenses paid
    by the Partnership on behalf of the joint ventures and other affiliates.


<PAGE>


        Included  in general and  administrative  expenses  for both  nine-month
    periods  ended  December  31,  1995  and  1994  is  $153,000,   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
    nine-month periods ended December 31, 1995 and 1994 is $11,000, representing
    fees earned by Mitchell Hutchins Institutional Investors,  Inc. for managing
    the Partnership's cash assets.

5.  Notes Payable

        Notes  payable at December  31, 1995 and March 31, 1995  consist of
    the following (in thousands):

                                                 December 31      March 31

   9.125%  nonrecourse  loan  payable 
   to an insurance  company,  which is
   secured by the 625 North Michigan  
   Avenue  operating  investment  property.
   Monthly payments  including  interest
   of $55 are due beginning July 1, 1994
   through  maturity  on May 31,  1999.  
   The terms of the note  were  modified
   effective May 31, 1994 (see discussion
   below).                                        $ 6,381        $ 6,437

   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    (see
   discussion below).                               3,430           3,463
                                                ---------       ---------
                                                $   9,811        $  9,900
                                                 ========        ========

        On April 29, 1988, the Partnership  borrowed $4,000,000 in the form of a
    zero coupon loan secured by the 625 North Michigan  operating property which
    bore  interest  at an  annual  effective  compounded  rate of 9.8% and had a
    scheduled  maturity  date in May of 1995.  During the quarter ended June 30,
    1994,  an agreement was reached with the lender of the zero coupon loan on a
    proposal to refinance the loan.  The terms of the  agreement  called for the
    Partnership  to make a principal pay down of $541,000.  The maturity date of
    the loan,  which now requires  principal and interest  payments on a monthly
    basis as set forth above,  was  extended to May 31,  1999.  The terms of the
    loan agreement also required the establishment of an escrow account for real
    estate taxes, as well as a capital  improvement escrow which is to be funded
    with  monthly  deposits  from  the  Partnership  aggregating   approximately
    $700,000  through  the  scheduled  maturity  date.  Formal  closing  of  the
    modification and extension agreement occurred on May 31, 1994.

        In addition,  during 1986 and 1987 the Partnership received the proceeds
    from three  additional  nonrecourse zero coupon loans in the initial amounts
    of $3 million,  $4.5  million and  approximately  $1.9  million,  which were
    secured by the Warner/Red Hill Business Center, the Monterra  Apartments and
    the  Chandler's  Reach  Apartments,  respectively.  Legal  liability for the
    repayment  of the two loans  secured  by the  Warner/Red  Hill and  Monterra
    properties  rested with the related joint ventures and,  accordingly,  these
    amounts were recorded on the books of the joint ventures.  Interest  expense
    on the  Warner/Red  Hill and  Monterra  loans  accrued at 9.36%,  compounded
    annually,  and was due at maturity in August of 1993 and  September of 1994,
    respectively,   at  which  time  total   principal  and  interest   payments
    aggregating $5,763,000 and $8,645,000, respectively, became due and payable.
    The nonrecourse zero coupon loan secured by the Chandler's Reach Apartments,
    which bore interest at 10.5%, compounded annually, matured on August 1, 1994
    with an outstanding balance of $3,462,000. During the quarter ended December
    31, 1993, the Partnership negotiated and signed a letter of intent to modify
    and extend the  maturity  of the  Warner/Red  Hill zero coupon loan with the
    existing  lender.  The terms of the  extension and  modification  agreement,
    which was finalized in August 1994,  provide 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 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  principal  balance  of the
    Warner/Red Hill loan as of September 30, 1995 was $5,513,000.

        During  September 1994, the Partnership  obtained three new nonrecourse,
    current-pay  mortgage loans and used the proceeds to pay off the zero coupon
    loans secured by the Monterra and  Chandler's  Reach  apartment  properties.
    These three new loans were in the initial  principal  amounts of  $4,920,000
    secured by the Monterra  Apartments,  $3,600,000  secured by the  Chandler's
    Reach  Apartments,  and  $3,480,000  secured by the  Crystal  Tree  Commerce
    Center. The legal liability for the loans secured by the Monterra Apartments
    and Chandler's  Reach  Apartments rests with the related joint ventures and,
    accordingly,  these amounts are recorded on the books of the joint ventures.
    As of  September  30,  1995,  the  principal  balances of the  Monterra  and
    Chandler's  Reach loans were  $4,865,000 and $3,559,000,  respectively.  The
    Partnership  has  indemnified  the  Monterra  and  Chandler's   Reach  joint
    ventures,   along  with  the  related  co-venture   partners,   against  all
    liabilities, claims and expenses associated with these borrowings. The three
    new  nonrecourse  loans 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.  The Monterra
    loan bears  interest at a rate of 8.45% and requires  monthly  principal and
    interest payments of $40,000. The Crystal Tree loan bears interest at a rate
    of 8.39% and requires monthly principal and interest payments of $28,000.

6.  Bonds Payable

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

7.   Contingencies

      The Partnership is involved in certain legal actions. The Managing General
     Partner  believes these actions will be resolved  without  material adverse
     effect on the Partnership's financial statements, taken as a whole.



<PAGE>



             PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

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

Liquidity and Capital Resources

      As discussed in the Annual  Report,  subsequent  to the  completion of the
last  of the  debt  refinancing  transactions  during  fiscal  1995,  management
performed an analysis of its cash flows and  liquidity  needs for the purpose of
determining   the  timing  and  amount  of  the   reinstatement   of   quarterly
distributions to the partners.  Based on such analysis,  quarterly distributions
were  reinstated  with the payment  made on May 15,  1995 for the quarter  ended
March  31,  1995 at the  rate of 1% per  annum  on  original  invested  capital.
Management had suspended the Partnership's  regular  quarterly  distributions in
order to accumulate the funds necessary to complete the refinancings of the zero
coupon loans secured by the Warner/Red Hill, Monterra,  Chandler's Reach and 625
North Michigan properties.  Management believes that it is prudent to distribute
cash flow conservatively at the present time due to the capital needs associated
with  the   Partnership's   four   commercial   office/R&D   buildings  and  one
retail/office  property.  Capital improvements are planned at 625 North Michigan
over the next two years, including the completion of facade repairs, common area
enhancements, elevator control system upgrading and a possible lobby area retail
space expansion and  renovation.  The 625 North Michigan Office Building was 88%
occupied as of December  31,  1995.  As  discussed  further  below,  substantial
leasing  costs have been  incurred  at Sunol  Center  during  fiscal  1996,  and
significant  leasing  costs  could be incurred  at 1881  Worcester  Road and the
Crystal Tree Commerce Center in the near term.

      Leasing at Sunol Center increased to 100% at December 31, 1995 from 32% at
March 31,  1995 as a result of two  significant  lease  signings.  A tenant that
signed a 7-year  lease on 39,085  square  feet took  occupancy  during the first
quarter,  and a tenant  which has  committed  to lease  60,000  square feet took
occupancy of 28,000 square feet of such space during the second quarter.  Of the
balance of this tenant's space,  20,000 square feet had been occupied by another
tenant which  vacated the property  subsequent  to the end of the third  quarter
upon the  expiration of its lease.  The existing  tenant will take  occupancy of
this space and the remaining 12,000 square feet over the next 10 months.  During
the first nine months of fiscal 1996, the Partnership  funded  $2,143,000 to the
Sunol Center joint venture primarily to pay for tenant  improvements and leasing
commissions in connection  with the new leases.  With the new leasing  activity,
once all the required  capital work is completed no further  operating  deficits
are  expected  at Sunol  Center for the next  several  years.  At Crystal  Tree,
occupancy  increased  from 87% to 92% during the quarter ended December 31, 1995
due to the signing of four new leases.  The securing of these leases required an
initial investment in tenant  improvement costs.  Market conditions in the south
Florida area remain very  competitive and continued tenant turnover is likely in
the near term. In addition, management completed certain capital improvements at
Crystal Tree during the current  quarter,  including  resealing the parking lot,
completing a major roof repair,  restaining the walkway,  refurbishing  the main
front  fountain and completing the repainting of the office tower portion of the
property.

     While occupancy at the 1881 Worcester Road Office Building had increased to
100% as of December 31, 1995, a lease with the property's  largest tenant is due
to expire  in July  1996.  This  tenant,  which  currently  occupies  49% of the
building's  net  leasable  area,  is  considering  consolidating  its area lease
obligations  at  another  location  and is not likely to renew its lease at 1881
Worcester  Road.  The three  remaining  leases at 1881 Worcester Road are due to
expire in calendar 1998. If, as expected,  the aforementioned tenant vacates the
property in calendar 1996, management plans to make certain capital improvements
aimed at making the 1881  Worcester  Road property more appealing to traditional
office space users.  Management believes that these improvements could allow for
increased  rental rates and a potentially  quicker lease up of vacant space. The
total  costs  of  completing  the  improvements  are  expected  to be less  than
$200,000.  At the Warner/Red Hill Business  Center,  in addition to a decline in
occupancy  experienced  during fiscal 1995, one of the property's  major tenants
that occupies  approximately  25% of the  property's  net rentable area has been
experiencing  cash flow problems and has retained a commercial  leasing agent to
market a portion of its space for sublease. Unless its operations improve in the
near-term,  this tenant is unlikely  to renew its lease  which is  scheduled  to
expire in July 1998.  Furthermore,  to the  extent  that its  operating  results
deteriorate  further,  and if the tenant is unable to  sublease  the space,  the
Partnership  may  be  unable  to  collect  future  rent  owed  under  the  lease
obligation.  The occupancy  level of Warner/Red  Hill was 86% as of December 31,
1995.

     At December 31, 1995, the  Partnership and its  consolidated  joint venture
had available cash and cash equivalents of $3,764,000.  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 debt
service payments,  for the funding of capital enhancements and potential leasing
costs for the  operating  investment  properties  and for  distributions  to the
partners.  The source of future  liquidity and  distributions to the partners is
expected  to be from  the  sales or  refinancings  of the  operating  investment
properties.

Results of Operations

Three Months Ended December 31, 1995

      The  Partnership's  net loss  increased  by $196,000  for the three months
ended December 31, 1995 when compared to the same period in the prior year. This
unfavorable  change in net operating  results is primarily due to an increase in
property  operating  expenses  of  $179,000,  an increase  in  depreciation  and
amortization of $79,000 and an increase in interest  expense of $38,000 over the
same period in the prior year. The increase in property  operating  expenses and
depreciation  and  amortization is primarily  attributable to the  extraordinary
maintenance expenses, capital improvements, tenant improvement costs and leasing
commissions  incurred at both of the consolidated  operating  properties,  Sunol
Center and Crystal Tree Commerce Center. The capitalized tenant improvements and
leasing commissions  incurred also resulted in an increase of $123,000 in rental
income for the current  three-month  period to offset these  expenses.  Interest
expense in the current  three-month  period  increased as a result of the fiscal
1995 debt refinancings, which resulted in the placement of a new loan secured by
the Crystal Tree Commerce Center.

Nine Months Ended December 31, 1995

      The Partnership's net loss decreased by $437,000 for the nine months ended
December 31, 1995, when compared to the same period in the prior year, primarily
due to a decrease in the Partnership's share of unconsolidated  venture's losses
of  $488,000.  The  Partnership's  share  of  unconsolidated   ventures'  losses
decreased  mainly as a result of  decreases  in the net  losses at the  Monterra
Apartments  and  Warner/Red  Hill joint  ventures.  The net loss of the Monterra
joint  venture  decreased  primarily  as a result of a  significant  decrease in
interest  expense.   The  venture's   interest  expense  decreased  due  to  the
refinancing  of the zero coupon loan secured by Monterra in September  1994. The
refinancing  transaction  changed Monterra's debt from a compounding zero coupon
loan with a balance of $8,645,000,  bearing interest at 9.36% at the time of the
refinancing,  to a current  pay  mortgage  loan with an  outstanding  balance of
$4,865,000,  bearing interest at 8.45%, at the end of the current  quarter.  The
net  loss  at the  Warner/Red  Hill  joint  venture  decreased  mainly  due to a
significant decrease in depreciation expense. Depreciation expense decreased due
to the  write-down of the operating  investment  property to its estimated  fair
value at the end of  fiscal  1995 in  accordance  with SFAS  121,  as  discussed
further in the Partnership's  Annual Report. As a result of the write-down,  the
remaining   depreciable   basis  of  the  operating   investment   property  was
significantly  lower  than  in  the  prior  fiscal  year.  The  decline  in  the
Partnership's  share of unconsolidated  ventures' losses was partially offset by
an increase in the Partnership's  operating loss of $51,000, due to increases in
property operating expenses and depreciation expense which were partially offset
by an increase in rental  revenue at the  Partnership's  consolidated  operating
properties,  as explained  further  above in the  discussion  of results for the
three-month periods.



<PAGE>


                                   PART II
                              Other Information

Item 1. Legal Proceedings

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

      The amended complaint in the New York Limited  Partnership Actions alleges
that, in connection  with the sale of interests in PaineWebber  Equity  Partners
One Limited Partnership, PaineWebber, First Equity Partners, Inc. and PA1985 (1)
failed to provide adequate disclosure of the risks involved;  (2) made false and
misleading   representations  about  the  safety  of  the  investments  and  the
Partnership's  anticipated  performance;  and (3)  marketed the  Partnership  to
investors for whom such  investments  were not  suitable.  The  plaintiffs,  who
purport to be suing on behalf of all persons who invested in PaineWebber  Equity
Partners One Limited  Partnership,  also allege that  following  the sale of the
partnership  interests,  PaineWebber,  First  Equity  Partners,  Inc. and PA1985
misrepresented   financial   information  about  the  Partnership's   value  and
performance.  The amended  complaint  alleges  that  PaineWebber,  First  Equity
Partners,  Inc.  and  PA1985  violated  the  Racketeer  Influenced  and  Corrupt
Organizations Act ("RICO") and the federal  securities laws. The plaintiffs seek
unspecified  damages,  including  reimbursement for all sums invested by them in
the  partnerships,  as well as disgorgement of all fees and other income derived
by PaineWebber from the limited partnerships.  In addition,  the plaintiffs also
seek treble damages under RICO.

     In January 1996,  PaineWebber signed a memorandum of understanding with the
plaintiffs in the New York Limited Partnership Actions outlining the terms under
which the parties have agreed to settle the case. Pursuant to that memorandum of
understanding,  PaineWebber  irrevocably  deposited  $125 million into an escrow
fund under the  supervision of the United States District Court for the Southern
District of New York to be used to resolve the  litigation in accordance  with a
definitive  settlement agreement and plan of allocation which the parties expect
to submit  to the  court for its  consideration  and  approval  within  the next
several months. Until a definitive settlement and plan of allocation is approved
by the court,  there can be no assurance  what, if any,  payment or non-monetary
benefits will be made available to investors in PaineWebber  Equity Partners One
Limited  Partnership.  Pursuant to provisions of the  Partnership  Agreement and
other contractual  obligations,  under certain circumstances the Partnership may
be  required  to  indemnify  First  Equity  Partners,  Inc.,  PA1985  and  their
affiliates  for costs  and  liabilities  in  connection  with  this  litigation.
Management has had discussions with representatives of PaineWebber and, based on
such discussions,  the Partnership does not believe that PaineWebber  intends to
invoke the aforementioned  indemnifications in connection with the settlement of
this litigation.

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:  February 13, 1996