UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 0-10977
FORM 10Q
FOR PERIOD ENDED: June 30, 1995
PAINE WEBBER INCOME PROPERTIES TWO LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
265 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a)The reasons described in reasonable detail in Part III of this form
---- could not be eliminated without unreasonable effort or expense;
X (b)The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c)The accountant's statement or other exhibit required by Rule 12b-25(c)
---- has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q, N-
SAR, or the transition report or portion thereof, could not be filed within the
prescribed time period.
The Quarterly Report on Form 10-Q of Paine Webber Income Properties Two Limited
Partnership (the `Registrant'') will not be completed by August 14, 1995, the
last day for a timely filing of such Quarterly Report for the period ended June
30, 1995.
Additional time is required in order to enable the Registrant to file a complete
and accurate report. The Form 10-Q will be filed on or before August 21, 1995,
in accordance with Rule 12b-25(b).
PART IV - OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to this
notification:
Thomas W. Boland (617) 439-8138
(2)Have all other periodic reports under
Section 13 or 15(e) of the Securities
Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the
preceding 12 months (or for such shorter)
period that the registrant was required
to file such reports) been filed? If
answer is no, identify report(s). X Yes No ___.
(3)Is it anticipated that any significant change
in results of operations from the
corresponding period for the last fiscal year
will be reflected by the earnings statements
to be included in the subject report or
portion thereof? Yes X No
----
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
PAINE WEBBER INCOME PROPERTIES TWO LIMITED PARTNERSHIP
(Name of registrant as specified in its charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 11, 1995 By: /s/ Thomas W. Boland
Thomas W. Boland, Vice President
and Manager of Financial Reporting
