PAINE WEBBER INCOME PROPERTIES FOUR LTD PARTNERSHIP
10-Q, 1996-02-09
REAL ESTATE INVESTMENT TRUSTS
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               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: 0-10980



     PAINE WEBBER  INCOME  PROPERTIES  FOUR LIMITED  PARTNERSHIP 
     (Exact name of registrant as specified in its charter)

 Delaware                                                        04-2738053
(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>


           PAINE WEBBER INCOME PROPERTIES FOUR LIMITED PARTNERSHIP

                         CONSOLIDATED BALANCE SHEETS
             December 31, 1995 and September 30, 1995 (Unaudited)
                                (In thousands)

                                    ASSETS


                                                   December 31      September 30
Operating investment property:
   Land                                           $   1,400         $   1,400
   Buildings, improvements and equipment             12,493            12,468
                                                  ---------         ---------
                                                     13,893            13,868
   Accumulated depreciation                          (4,542)           (4,436)
                                                  ---------         ---------
                                                      9,351             9,432

Cash and cash equivalents                             1,053               129
Tax escrow deposit                                      152               110
Repair escrow                                            40                59
Investment in joint venture at equity                   146                 -
Prepaid and other assets                                 52                57
Deferred financing costs, net                           174               175
                                                   --------           -------
                                                   $ 10,968           $ 9,962
                                                   ========           =======
                                                  


                      LIABILITIES AND PARTNERS' CAPITAL


Accounts payable and other liabilities          $        88         $     144
Accrued real estate taxes                               135               101
Mortgage interest payable                                37                37
Tenant security deposits                                 63                58
Equity in losses of unconsolidated joint ventures
  in excess of investments and advances                   -               974
Long-term debt                                        4,900             4,915
Partners' capital                                     5,745             3,733
                                                   --------           -------
                                                   $ 10,968           $ 9,962
                                                   ========           =======













                           See accompanying notes.


<PAGE>


           PAINE WEBBER INCOME PROPERTIES FOUR LIMITED PARTNERSHIP

      CONSOLIDATED  STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
        For the three months ended December 31, 1995 and 1994 (Unaudited)
                                (In thousands)

                                                   General           Limited
                                                   Partners          Partners

Balance at September 30, 1994                      $ (146)           $  4,132
Net loss                                               (2)               (181)
                                                   ------            --------
Balance at December 31, 1994                       $ (148)           $  3,951
                                                   ======            ======== 

Balance at September 30, 1995                      $ (150)           $  3,883
Net income                                             20               1,992
                                                  -------            --------
Balance at December 31, 1995                       $ (130)           $  5,875
                                                   ======            ======== 





































                           See accompanying notes.



<PAGE>


           PAINE WEBBER INCOME PROPERTIES FOUR LIMITED PARTNERSHIP

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

                                                      1995              1994

Revenues:
   Rental revenues                                   $   449           $  373
   Interest and other income                              65               67
                                                     -------           ------
                                                         514              440
                                                   
Expenses:
   Property operating expenses                           309              316
   Interest expense and related fees                     113              115
   Depreciation expense                                  105              106
   Real estate taxes                                      34               29
   General and administrative                             61               56
                                                     -------           ------
                                                         622              622
                                                     -------           ------
Operating loss                                          (108)            (182)

Partnership's share of unconsolidated
   ventures' losses                                      (46)              (1)

Gain on sale of joint venture investment               2,166                -
                                                    --------          --------
Net income (loss)                                   $  2,012          $  (183)
                                                    ========          ======== 

Net income (loss) per Limited Partnership Unit       $ 77.52          $ (7.06)
                                                     =======          =======


   The above net income  (loss) per Limited  Partnership  Unit is based upon the
25,698 Units of Limited Partnership Interest outstanding for each period.

















                           See accompanying notes.


<PAGE>


           PAINE WEBBER INCOME PROPERTIES FOUR LIMITED PARTNERSHIP

                    CONSOLIDATED  STATEMENTS  OF CASH FLOWS
        For the three 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 income (loss)                                     $   2,012  $     (183)
  Adjustments to reconcile net income (loss) to
  net cash used for operating activities:
  Gain on sale of joint venture investment                 (2,166)          -
  Depreciation expense                                        105         106
  Amortization of deferred financing fees                       2           2
  Partnership's share of unconsolidated
  ventures' losses                                             46           1
   Changes in assets and liabilities:
   Tax and insurance escrow deposits                          (42)         17
   Prepaid and other assets                                     5           1
   Accounts payable and other liabilities                     (56)         22
   Accrued real estate taxes                                   34          29
   Tenant security deposits                                     5           3
        Total adjustments                                  (2,067)        181
                                                         --------     -------
        Net cash used for operating activities                (55)         (2)

Cash flows from investing activities:
  Proceeds received from sale of joint venture investment   1,000           -
  Distributions from unconsolidated joint ventures              -         200
  Additional investments in unconsolidated joint ventures       -         (41)
  Additions to buildings, improvements and equipment          (25)       (744)
  Decrease in repair escrow                                    19         745
                                                         --------     -------
        Net cash provided by investing activities             994         160

Cash flows from financing activities:
  Principal repayments on long-term debt                      (15)        (14)
                                                         --------     -------
Net increase in cash and cash equivalents                     924         144

Cash and cash equivalents, beginning of period                129          24
                                                         --------     -------
Cash and cash equivalents, end of period                $   1,053    $    168
                                                        =========    ========

Cash paid during the period for interest                $     111    $    113
                                                        =========    ========









                           See accompanying notes.


<PAGE>


           PAINE WEBBER INCOME PROPERTIES FOUR 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 contained in
    the Partnership's Annual Report for the year ended September 30, 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 Ventures

    At December 31, 1995, the Partnership had investments in one  unconsolidated
    joint venture (two at December 31, 1994), Charter Oak Associates, which owns
    an   operating   investment   property  as  more  fully   described  in  the
    Partnership's  Annual Report. The unconsolidated  joint venture is accounted
    for on the equity method in the Partnership's  financial  statements because
    the  Partnership  does not have a voting  control  interest in the  venture.
    Under the equity method, the assets,  liabilities,  revenues and expenses of
    the joint venture do not appear in the Partnership's  financial  statements.
    Instead,  the  investment is carried at cost adjusted for the  Partnership's
    share of the venture's earnings, losses and distributions.

    On December 29, 1995,  the  Partnership  sold its interest in the Braesridge
    Apartments property to its co-venture partner. As previously  reported,  the
    Partnership  and  its  co-venture  partner  had  been  marketing  Braesridge
    Apartments  for sale and, as part of a  marketing  effort  coordinated  by a
    national  brokerage  firm,  had  received  several  offers  from third party
    prospective  purchasers.  During  the  first  quarter  of  fiscal  1996,  an
    agreement was reached to sell the  Partnership's  interest in the Braesridge
    joint venture to the  co-venture  partner at a net sale price of $1,000,000.
    The purchase contract was signed in October 1995 and required the co-venture
    partner to make a $200,000  non-refundable  escrow  deposit and to close the
    transaction  by January 16,  1996.  On December 29,  1995,  the  transaction
    closed and the Partnership received the additional $800,000. The Partnership
    plans to make a special distribution of $513,960, or $20 per original $1,000
    investment to the Limited Partners on February 15, 1996 from the proceeds of
    this  transaction.  The  remaining  net sale  proceeds of $486,040 are being
    retained  by the  Partnership  for  Partnership  reserves  and to  fund  any
    potential capital needs of its remaining investments.


<PAGE>


    Summarized  operating results of the  unconsolidated  joint ventures for the
    three months ended December 31, 1995 and 1994 are as follows. The summary of
    operations  for the three  months  ended  December  31,  1995  includes  the
    Partnership's  share of the  Braesridge  joint  venture's  net loss  through
    December 29, 1995:

                   Condensed Combined Summary of Operations
      For the three months ended December 31, 1995 and 1994 (in thousands)

                                              1995                     1994

   Rental revenues and
     expense recoveries                      $1,314                    $1,241
   Interest and other income                     61                       102
                                             ------                    ------
                                              1,375                     1,343

   Property operating expenses                  682                       644
   Interest expense                             409                       434
   Depreciation and amortization                169                       162
   Real estate taxes                            101                       101
                                             ------                    ------  
                                              1,361                     1,341
                                            -------                    ------
   Net income                               $    14                    $    2
                                            =======                    ======
 
   Net income:
     Partnership's share of
       combined income                      $    11                   $     1
     Co-venturers' share of
       combined income                            3                         1
                                            -------                    ------  
                                            $    14                   $     2
                                            =======                   =======


             Reconciliation  of Partnership's  Share of Operations
      For the three months ended December 31, 1995 and 1994 (in thousands)

                                                1995                1994

   Partnership's share of
     combined income,
     as shown above                             $   11               $     1
   Amortization of excess basis                    (57)                   (2)
                                                ------               -------
   Partnership's share of
     unconsolidated ventures' losses            $  (46)              $    (1)
                                                ======               =======

3. Operating Investment Property

   Operating  investment  property at December 31, 1995 and  September  30, 1995
   represents  the  land,  buildings  and  equipment  of  Arlington  Towne  Oaks
   Associates,  a joint  venture  in which  the  Partnership  has a  controlling
   interest, as described below.

   As  discussed   further  in  the  Annual  Report,   during  fiscal  1991  the
   Partnership's  co-venture partner in Arlington Towne Oaks Associates withdrew
   from the venture and assigned its interest to the Managing General Partner of
   the  Partnership in return for a release from any further  obligations.  As a
   result,  the  Partnership  assumed full control over the affairs of the joint
   venture.  Accordingly,  the  accompanying  financial  statements  present the
   financial  position  and  results  of  operations  of the joint  venture on a
   consolidated  basis. The joint venture owns and operates a 320-unit apartment
   complex in Arlington, Texas.

   The  Partnership  is  utilizing  a local,  unaffiliated  property  management
   company to operate the property  under the direction of the Managing  General
   Partner.  The following is a summary of property  operating  expenses for the
   three months ended December 31, 1995 and 1994 (in thousands):

                                                  1995             1994

    Property operating expenses:
      Salaries and related costs                $   62         $     60
      Repairs and maintenance                       95               96
      Utilities                                    100              105
      Management fees                               20               18
      Administrative and other                      32               37
                                                ------         --------
                                                $  309         $    316
                                                ======         ========

4.  Related Party Transactions

    Included in general  and  administrative  expenses  for three  months  ended
    December   31,  1995  and  1994  is  $21,000  and   $25,000,   respectively,
    representing  reimbursements to an affiliate of the Managing General Partner
    for  providing  certain  financial,  accounting  and investor  communication
    services to the Partnership.

    Also  included in general and  administrative  expenses for the three months
    ended   December  31,  1995  and  1994  is  $200  and  $300,   respectively,
    representing fees earned by Mitchell Hutchins Institutional Investors,  Inc.
    for managing the Partnership's cash assets.


5.  Long-term Debt

    Long-term  debt at December 31, 1995 and  September  30, 1995 relates to the
    consolidated  joint  venture,   Arlington  Towne  Oaks  Associates,  and  is
    summarized as follows (in thousands):

                                                   December 31    September 30

    9.08% mortgage note due March 1, 2019,
    payable in monthly  installments  of
    $42,  including  interest,   collateralized
    by  the  Towne  Oaks  operating
    investment  property.                             $4,900           $4,915
                                                      ======           ======

6.   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>



           PAINE WEBBER INCOME PROPERTIES FOUR LIMITED PARTNERSHIP

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



Liquidity and Capital Resources

     On December 29, 1995, the  Partnership  sold its interest in the Braesridge
Apartments property to its co-venture partner. As reported in the Annual Report,
the  Partnership  and its  co-venture  partner  had  been  marketing  Braesridge
Apartments for sale and, as part of a marketing effort coordinated by a national
brokerage  firm,  had  received  several  offers  from third  party  prospective
purchasers.  During the first  quarter,  an  agreement  was  reached to sell the
Partnership's interest in the Braesridge joint venture to the co-venture partner
at a net sale price of  $1,000,000,  which  provided  more net  proceeds  to the
Partnership  than any of the  third-party  offers.  This net sale  price for the
Partnership's  equity interest  reflects the deduction of the outstanding  first
mortgage loan amount from an agreed upon  effective  sale price of  $11,750,000,
which was  supported by the most recent  independent  appraisal of the property.
The purchase  contract  was signed in October  1995 and required the  co-venture
partner  to make a  $200,000  non-refundable  escrow  deposit  and to close  the
transaction  by January 16, 1996. On December 29, 1995, the  transaction  closed
and the  Partnership  received the additional  $800,000.  The  Partnership  will
distribute approximately $514,000 of the net sale proceeds, or approximately $20
per  original  $1,000  investment,  in a  special  distribution  to the  Limited
Partners to be made on February 15, 1996.  The  remaining  net sale  proceeds of
approximately  $486,000  will be retained  by the  Partnership  for  Partnership
reserves and to fund any  potential  capital  needs of the Charter Oak and Towne
Oak investments.

     The  Partnership  acquired its interest in Braesridge in September 1982 for
an equity  investment of $6,900,000.  The property was  originally  secured by a
first  mortgage  loan of  $8,500,000.  In the  years  that  followed,  there was
significant  overbuilding and a severe real estate recession.  These factors, in
combination with a weakened Texas economy, put considerable downward pressure on
occupancy levels, rental rates and property values during the latter half of the
1980s,  and was a trend that  continued  through  the early  1990s.  Due to this
severe real estate downturn, the value of the Braesridge Apartments decreased to
approximately one-half of its debt principal.  As part of its efforts to recover
some portion of the Partnership's  original  investment,  management was able to
complete several debt  restructurings  beginning in the late 1980's.  These debt
workouts  were  structured  so that a major  portion of the monthly debt service
could be supported from property operations. The difference between the modified
interest  rate  payments and the actual debt service  payments to the lender was
added to loan  principal.  This allowed the  Partnership to retain its ownership
position in the property during deteriorating economic conditions. The effect of
these interest accruals was an increase in the amount of the first mortgage loan
during  the  period  covered  by the  modification  agreements  to an  amount of
approximately  $10 million.  However,  these successful  workouts  prevented the
property from being foreclosed upon by the lender.

     The  recovery  of  the  real  estate  markets  for  multi-family  apartment
properties across the country over the past 2-to-3 years had allowed  Braesridge
to achieve  historically  high  occupancy  levels  and  record  levels of rental
collection in fiscal 1994 and 1995.  However,  the high occupancy  levels in the
Houston  apartment market over the past two years,  combined with  significantly
increased  rental rates,  are now sufficient to justify the  construction of new
apartment units which could limit Braesridge's  future  performance.  Because of
the potential for apartment  development and the possible  adverse impact on the
future  operations  of  Braesridge,   management  believed  that  this  was  the
appropriate  time to sell the  interest  in the  property  and  recover  a small
portion of the Partnership's original investment.

     Due to the  fiscal  1996  sale  of the  interest  in the  Braesridge  joint
venture,   which  represented  31%  of  the  Partnership's  original  investment
portfolio,  for an amount which is  substantially  lower than the  Partnership's
original  investment in  Braesridge,  combined with the fiscal 1991  foreclosure
loss of the Yorktown  investment,  which  represented  16% of the  Partnership's
original investment portfolio, the Partnership will be unable to return the full
amount of the original capital  contributed by the Limited Partners.  The amount
of capital  which will be returned  will depend upon the proceeds  received from
the final  liquidation  of the two  remaining  investments.  The  amount of such
proceeds  will  ultimately  depend upon the value of the  underlying  investment
properties  at the time of their final  disposition,  which cannot  presently be
determined.  The improving market conditions  referred to above for multi-family
apartment properties, combined with the significant capital improvement programs
which  are in the  process  of being  implemented  at both of the two  remaining
investment  properties,  may  result  in  favorable  opportunities  to sell  the
Partnership's   remaining   investments   within  the  next  2-to-3  years.  The
implementation of capital  improvements made possible by the recent refinancings
of the Charter Oak and Towne Oaks  properties,  as discussed  further below, are
expected  to support  management's  ability to  increase  rents and add value to
these  properties in the near term.  Accordingly,  management  will likely defer
engaging in any  concerted  sales  efforts with respect to Charter Oak and Towne
Oaks  for at  least  the next  12-to-18  months  until  the  respective  capital
improvement  programs  are  substantially  completed  and  the  effects  of  the
improvements are fully reflected in the rental rate structures for the apartment
units.

     As part of the  refinancing  of the mortgage loan secured by the Towne Oaks
Apartments in fiscal 1994, the joint venture was required to establish an escrow
account for a  replacement  reserve and other  capital  repairs.  The balance of
these restricted reserves totalled approximately $1.5 million at the time of the
loan closing.  Subsequent to the refinancing,  the Partnership has implemented a
program to use these funds,  along with cash flow from property  operations,  to
repair  and  upgrade  the Towne Oaks  Apartments  property.  To date,  over $1.8
million of capital  expenditures have been incurred to complete the installation
and painting of new exterior siding on all buildings and to begin the process of
upgrading  the  apartment  interiors.   The  exterior  portion  of  the  capital
improvement program is completed,  and apartment interiors are being upgraded on
a turnover  basis,  which will  continue  over the next 3 years until all of the
units have been upgraded.  The property  improvements were necessary in order to
improve  the  average  occupancy  levels and rental  rates at this  20-year  old
facility,  which had  declined  during  fiscal 1993 and 1994 due to  competitive
conditions existing in the property's  Arlington,  Texas submarket.  The initial
impact of the renovation program is reflected in the property's  occupancy level
which  had  increased  to 94% as of  December  31,  1995  from  a  level  of 87%
experienced  one year earlier.  The  Partnership  hired a new management firm to
oversee the implementation of the property  rehabilitation program and to manage
the  day-to-day  operations of the apartment  complex under the direction of the
Managing General Partner.  Management is confident that the capital  improvement
program  will  allow the  property  to remain  competitive  in its  marketplace.
Further  increases in occupancy levels and rental rates are expected  throughout
fiscal 1996.  As planned  rental rate  increases are  implemented,  the property
should  begin  to  generate  excess  cash  flow  to  support  the  Partnership's
operations.

     At December 31, 1995 the Partnership and its consolidated joint venture had
available  cash  and  cash  equivalents  of  $1,053,000.   Such  cash  and  cash
equivalents  include the proceeds from the sale of the Braesridge  joint venture
interest,   as  discussed  above,  of  which  approximately   $514,000  will  be
distributed to the Limited Partners on February 15, 1996. The remaining  balance
of the  Partnership's  cash  reserves  will be utilized for its working  capital
requirements and, if necessary,  to fund property operating deficits and capital
improvements  of the joint  ventures in  accordance  with the  respective  joint
venture  agreements.  The source of future  liquidity and  distributions  to the
partners  is  expected  to be through  cash  generated  from  operations  of the
Partnership's investment properties and proceeds from the sale or refinancing of
such properties.

Results of Operations
Three Months Ended December 31, 1995

      The  Partnership  reported net income of  $2,012,000  for the  three-month
period ended December 31, 1995, as compared to a net loss of $183,000 recognized
for the same period in the prior year.  This  favorable  change in net operating
results is a result of the sale of the  Braesridge  joint  venture  interest  on
December 29, 1995, as discussed further above. The Partnership accounted for its
investment in the  Braesridge  joint venture using the equity method because the
Partnership  did not have  voting  control  interest in the  venture.  Under the
equity method, the investment in a joint venture is carried at cost adjusted for
the Partnership's  share of the venture's  earnings or losses and distributions.
Despite  recovering less than 15% of its original cash investment in Braesridge,
the  Partnership  recognized a gain of $2,166,000 in connection with the sale of
its venture interest because the losses recorded in prior years under the equity
method exceeded the Partnership's initial investment amount.


<PAGE>



     The gain on the sale of the Braesridge joint venture interest was partially
offset by an increase in the  Partnership's  share of  unconsolidated  ventures'
losses  during the quarter  ended  December 31, 1995 due to the write-off of the
unamortized  balance of the  Partnership's  excess basis in the Braesridge joint
venture in the current  period.  The combined net  operating  results of the two
unconsolidated  joint ventures actually improved slightly in the current period.
The Partnership's  share of Braesridge's net loss for the period October 1, 1995
through  December 29, 1995 was $70,000 more than the loss for the first  quarter
in the prior year mainly due to an increase in repairs and maintenance expenses.
This was offset by an increase in Charter Oak's net income of $80,000 during the
current quarter  compared to the same period in the prior year. This increase in
the  venture's  net  income  was  primarily  a result of an  increase  in rental
revenues due to improvement in both occupancy and rental rates.



<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 Fourth Income Properties Fund, Inc. and Properties
Associates  ("PA"),  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  Income Properties
Four Limited Partnership,  PaineWebber,  Fourth Income Properties Fund, Inc. and
PA (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  Income
Properties Four Limited Partnership,  also allege that following the sale of the
partnership interests,  PaineWebber,  Fourth Income Properties Fund, Inc. and PA
misrepresented   financial   information  about  the  Partnership's   value  and
performance.  The amended  complaint  alleges that  PaineWebber,  Fourth  Income
Properties  Fund,  Inc. and PA 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 Paine Webber Income  Properties
Four Limited  Partnership.  Pursuant to provisions of the Partnership  Agreement
and other contractual  obligations,  under certain circumstances the Partnership
may be required to indemnify  Fourth Income  Properties Fund, Inc., PA 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:

      On January 16, 1996, a Current Report on Form 8-K was filed  reporting the
sale of the Partnership's  interest in the Braesridge Apartments on December 29,
1995.




<PAGE>





           PAINE WEBBER INCOME PROPERTIES FOUR LIMITED PARTNERSHIP


                                  SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                             PAINE WEBBER INCOME PROPERTIES FOUR
                                     LIMITED PARTNERSHIP


                             By: FOURTH INCOME PROPERTIES FUND, INC.
                                 Managing General Partner





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


Date:  February 13, 1996


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>

This schedule contains summary financial information extracted from the Partnership's audited financial
statements for the 3 months ended December 31, 1995 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER>                                   1,000
       
<S>                                         <C>
<PERIOD-TYPE>                             3-MOS
<FISCAL-YEAR-END>                         SEP-30-1995
<PERIOD-END>                              DEC-31-1995
<CASH>                                         1,053
<SECURITIES>                                       0
<RECEIVABLES>                                      0
<ALLOWANCES>                                       0
<INVENTORY>                                        0
<CURRENT-ASSETS>                               1,297
<PP&E>                                        14,039
<DEPRECIATION>                                 4,542
<TOTAL-ASSETS>                                10,968
<CURRENT-LIABILITIES>                            323
<BONDS>                                        4,900
<COMMON>                                           0
                              0
                                        0
<OTHER-SE>                                     5,745
<TOTAL-LIABILITY-AND-EQUITY>                  10,968
<SALES>                                            0
<TOTAL-REVENUES>                               2,680
<CGS>                                              0
<TOTAL-COSTS>                                    509
<OTHER-EXPENSES>                                  46
<LOSS-PROVISION>                                   0
<INTEREST-EXPENSE>                               113
<INCOME-PRETAX>                                2,012
<INCOME-TAX>                                       0
<INCOME-CONTINUING>                            2,012
<DISCONTINUED>                                     0
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                   2,012
<EPS-PRIMARY>                                     77.52
<EPS-DILUTED>                                     77.52
        

</TABLE>


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