PAINE WEBBER INCOME PROPERTIES FOUR LTD PARTNERSHIP
10-Q, 1997-08-14
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 JUNE 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: 0-10980



             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
               June 30, 1997 and September 30, 1996 (Unaudited)
                                (In thousands)

                                    ASSETS


                                                   June 30        September 30
                                                   -------        ------------

Operating investment property:
   Land                                           $   1,300          $  1,300
   Buildings, improvements and equipment             11,853            11,842
                                                  ---------          --------
                                                     13,153            13,142
   Less: accumulated depreciation                    (5,214)           (4,877)
                                                  ---------          --------
                                                      7,939             8,265

Investment in unconsolidated joint venture,
  at equity                                             242                 -
Cash and cash equivalents                               582               654
Prepaid and other assets                                212               233
Deferred financing costs, net                           162               168
                                                  ---------          --------
                                                  $   9,137          $  9,320
                                                  =========          ========


                      LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and other liabilities            $     102          $    105
Accrued real estate taxes                                82               115
Mortgage interest payable                                36                37
Tenant security deposits                                 81                65
Equity in losses of unconsolidated joint venture
  in excess of investments and advances                   -                32
Long-term debt                                        4,801             4,852
Partners' capital                                     4,035             4,114
                                                  ---------          --------
                                                  $   9,137          $  9,320
                                                  =========          ========

        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
          For the nine months ended June 30, 1997 and 1996 (Unaudited)
                                 (In thousands)

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

Balance at September 30, 1995                      $ (150)           $  3,883
Cash distributions                                      -                (514)
Net income                                             19               1,937
                                                   ------            --------
Balance at June 30, 1996                           $ (131)           $  5,306
                                                   ======            ========

Balance at September 30, 1996                      $ (141)           $  4,255
Net loss                                               (1)                (78)
                                                   ------            --------
Balance at June 30, 1997                           $ (142)           $  4,177
                                                   ======            ========

                           See accompanying notes.


<PAGE>


             PAINE WEBBER INCOME PROPERTIES FOUR LIMITED PARTNERSHIP

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

                                  Three Months Ended       Nine Months Ended
                                       June 30,                June 30,
                                  ------------------       -----------------
                                    1997        1996        1997      1996
                                    ----        ----        ----      ----

Revenues:
   Rental revenues                $   542     $   514      $1,590      $1,567
   Interest and other income           10           6          48          18
                                  -------     -------      ------      ------
                                      552         520       1,638       1,585

Expenses:
   Property operating expenses        360         322       1,086         935
   Interest expense and related
      fees                            111         113         334         339
   Depreciation expense               112         106         337         318
   Real estate taxes                   34          34         103         101
   General and administrative          53          48         131         169
                                  -------     -------      ------      ------
                                      670         623       1,991       1,862
                                  -------     -------      ------      ------
Operating loss                       (118)       (103)       (353)       (277)

Partnership's share of 
   unconsolidated ventures' 
   income                             75          82         274           67

Gain on sale of joint venture
   investment                          -           -           -        2,166
                                 -------     -------      ------       ------

Net income (loss)                $   (43)    $   (21)     $  (79)      $1,956
                                 =======     =======      ======       ======

Net income (loss) per Limited 
  Partnership Unit                $(1.65)     $(0.79)     $(3.04)      $75.38
                                  ======      ======      ======       ======


Cash distributions per Limited
  Partnership Unit                $    -      $    -      $    -       $20.00
                                  ======      ======      ======       ======





   The above net income (loss) and cash  distributions  per Limited  Partnership
Unit are 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 nine months ended June 30, 1997 and 1996 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)


                                                            1997        1996
                                                            ----        ----
Cash flows from operating activities:
  Net income (loss)                                      $    (79)  $   1,956
  Adjustments to reconcile net income (loss) to
    net cash provided by (used in) operating activities:
   Gain on sale of joint venture investment                     -      (2,166)
   Depreciation expense                                       337         318
   Amortization of deferred financing fees                      6           5
   Partnership's share of unconsolidated
     ventures' income                                        (274)        (67)
   Changes in assets and liabilities:
     Prepaid and other assets                                  33        (117)
     Accounts payable and other liabilities                    (3)        (79)
     Accrued real estate taxes                                (33)        101
     Mortgage interest payable                                 (1)          -
     Tenant security deposits                                  16          (1)
                                                         --------   ---------
        Total adjustments                                      81      (2,006)
                                                         --------   ---------
        Net cash provided by (used in) operating
          activities                                            2         (50)
                                                         --------   ---------

Cash flows from investing activities:
  Proceeds received from sale of joint venture investment       -       1,000
  Additions to buildings, improvements and equipment          (11)        (53)
  Net (deposits to) withdrawals from repair escrow            (12)         11
                                                          --------   --------
        Net cash (used in) provided by investing 
          activities                                          (23)        958
                                                          --------   --------

Cash flows from financing activities:
  Distributions to limited partners                             -        (514)
  Principal repayments on long-term debt                      (51)        (46)
                                                         --------   ---------
        Net cash used in financing activities                 (51)       (560)
                                                         --------   ---------

Net (decrease) increase in cash and cash equivalents          (72)        348

Cash and cash equivalents, beginning of period                654         129
                                                         --------   ---------

Cash and cash equivalents, end of period                 $    582   $     477
                                                         ========   =========

Cash paid during the period for interest                 $    329   $     334
                                                         ========   =========








                           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, 1996. 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 require  management to make estimates and assumptions that
    affect the reported  amounts of assets and  liabilities  and  disclosures of
    contingent assets and liabilities as of June 30, 1997 and September 30, 1996
    and  revenues and expenses for the three and nine months ended June 30, 1997
    and 1996.  Actual  results could differ from the  estimates and  assumptions
    used.

2.  Related Party Transactions

    Included in general and  administrative  expenses for the nine-month periods
    ended  June  30,  1997  and  1996  is  $64,000  and  $65,000,  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 nine months
    ended  June  30,  1997  and  1996  is  $2,000  and   $1,000,   respectively,
    representing fees earned by an affiliate,  Mitchell  Hutchins  Institutional
    Investors, Inc., for managing the Partnership's cash assets.

3.  Investments in Unconsolidated Joint Ventures

    At June 30, 1997 and September 30, 1996, the  Partnership  had an investment
    in one unconsolidated joint venture,  Charter Oak Associates,  which owns an
    operating  investment  property as more fully described in the Partnership's
    Annual  Report.  Prior to  December  29,  1995,  the  Partnership  had owned
    interests  in  two  unconsolidated  ventures.  On  December  29,  1995,  the
    Partnership assigned its interest in the Braesridge Apartments joint venture
    to an  affiliate  of  the  co-venture  partner  for  net  cash  proceeds  of
    $1,000,000.  The Partnership made 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 were retained by the Partnership  for  Partnership  reserves and to
    fund potential future capital needs of its remaining investments.

    The unconsolidated  joint ventures are accounted for on the equity method in
    the Partnership's financial statements 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 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.


<PAGE>


     Summarized   operating  results of  the  unconsolidated  joint ventures for
     the three and nine months ended June 30, 1997 and 1996 are as follows.  The
     summary of operations  for the nine months ended June 30, 1996 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 and nine months ended June 30, 1997 and 1996 (in thousands)

                                    Three Months Ended       Nine Months Ended
                                          June 30,                June 30,
                                    ------------------       -----------------
                                      1997      1996           1997     1996
                                      ----      ----           ----     ----

   Rental revenues and
     expense recoveries            $  617      $  630         $1,878   $2,527
   Interest and other income           23          26            104      118
                                   ------      ------         ------   ------
                                      640         656          1,982    2,645

   Property operating expenses        210         242            645    1,181
   Interest expense                   186         187            559      785
   Depreciation and amortization      113          92            336      348
   Real estate taxes                   42          39            121      180
                                   ------      ------         ------   ------
                                      551         560          1,661    2,494
                                   ------      ------         ------   ------
   Net income                      $   89      $   96         $  321   $  151
                                   ======      ======         ======   ======

   Net income:
     Partnership's share of
       combined income             $   76      $   83         $  276   $  125
     Co-venturers' share of
       combined income                 13          13             45       26
                                   ------      ------         ------   ------
                                   $   89      $   96         $  321   $  151
                                   ======      ======         ======   ======

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

                                  Three Months Ended       Nine Months Ended
                                        June 30,                June 30,
                                  ------------------       -----------------
                                     1997      1996          1997     1996
                                     ----      ----          ----     ----
   Partnership's share of
     combined income, as shown
     above                          $   76    $   83        $   276   $   125
   Amortization of excess basis         (1)       (1)            (2)      (58)
                                    ------    -------       -------   -------
   Partnership's share of
     unconsolidated ventures'
     income                         $   75    $   82        $   274   $   67
                                    ======    ======        =======   ======


<PAGE>


4. Operating Investment Property

   Operating  investment  property  at June 30,  1997  and  September  30,  1996
   represents the land, buildings, improvements and equipment of Arlington Towne
   Oaks  Associates,  a joint venture in which the Partnership has a controlling
   interest.  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  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 known as the Bristol Pointe Apartments (formerly
   Towne Oaks Apartments).

   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 and nine months ended June 30, 1997 and 1996 (in thousands):

  
                                  Three Months Ended       Nine Months Ended
                                        June 30,                June 30,
                                  ------------------       -----------------
                                      1997      1996         1997       1996
                                      ----      ----         ----       ----

    Property operating expenses:
      Salaries and related costs    $   75    $    68      $   215     $  194
      Repairs and maintenance          134        105          360        268
      Utilities                         88         98          312        308
      Management fees                   22         21           64         63
      Administrative and other          41         30          135        102
                                    ------    -------      -------     ------
                                    $  360    $   322      $ 1,086     $  935
                                    ======    =======      =======     ======

5.  Long-term Debt

    Long-term  debt at June 30,  1997 and  September  30,  1996  relates  to the
    consolidated  joint  venture,   Arlington  Towne  Oaks  Associates,  and  is
    summarized as follows (in thousands):

                                                   June 30        September 30
                                                   -------        ------------

      9.08%  mortgage  note due March 1,
      2019,     payable    in    monthly
      installments  of  $42,   including
      interest,  collateralized  by  the
      Bristol      Pointe      operating
      investment   property.   The  fair
      value   of   this   note   payable
      approximated its carrying value as
      of June 30, 1997 and September 30,
      1996.                                       $  4,801          $  4,852
                                                  ========          ========

<PAGE>



           PAINE WEBBER INCOME PROPERTIES FOUR LIMITED PARTNERSHIP

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


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

      As  discussed  further in the Annual  Report,  on  December  29,  1995 the
Partnership assigned its interest in the Braesridge  Apartments joint venture to
an affiliate of its  co-venture  partners for net cash  proceeds of  $1,000,000.
This  net  sale  price  for the  Partnership's  equity  interest  reflected  the
deduction of the outstanding first mortgage loan and certain  co-venture partner
operating loans from an agreed upon effective sale price of  $11,750,000,  which
was  supported by the most recent  independent  appraisal of the  property.  The
Partnership distributed  approximately $514,000 of the net sale proceeds, or $20
per  original  $1,000  investment,  in a  special  distribution  to the  Limited
Partners on February 15, 1996. The remaining net sale proceeds of  approximately
$486,000 were retained by the  Partnership to increase cash reserves  maintained
to fund working capital  requirements  and potential future capital needs of the
two  remaining  real  estate  investments.  Due to the  fiscal  1996 sale of the
Partnership's interest in the Braesridge joint venture, which represented 31% of
the original investment  portfolio,  for an amount which was substantially lower
than the Partnership's investment in the joint venture, combined with the fiscal
1991 foreclosure loss of the Yorktown  investment,  which represented 16% of the
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 liquidation of the two Partnership's  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.

      Occupancy  at  the  Partnership's  two  remaining  multi-family  apartment
properties,  Bristol Pointe (formerly Towne Oaks) and Charter Oak,  averaged 95%
and 88%, respectively,  for the third quarter of fiscal 1997 compared to 88% and
89%,  respectively,  for the prior  quarter.  The 7%  increase in  occupancy  at
Bristol Pointe is attributable to an aggressive  marketing program involving the
use of rental  concessions  implemented by the property  management  team in the
prior quarter. Although the local apartment rental market in the greater Dallas,
Texas area has softened  recently,  improvements  made to the unit  interiors at
Bristol Pointe over the past two years and other recent improvements made to the
property  in  conjunction   with  the  new  marketing   program  have  increased
prospective tenant traffic at Bristol Pointe  dramatically over the past several
months.  The  increase in traffic has brought the  property's  occupancy up to a
level which is consistent with the competition in the local market. In addition,
effective  rental rates at the Bristol  Pointe  property  have improved over the
past six months.  Cash flow from Bristol  Pointe  continues to be applied to the
program  begun in fiscal 1995 to upgrade the  apartment  interiors on a turnover
basis.  This work is scheduled to continue over  approximately  the next 2 years
until all of the units have been  upgraded.  The  interior  upgrades  range from
repainting and carpet replacement, where needed, to the complete retrofit of the
fixtures,  cabinets,  heating and air conditioning equipment and the replacement
of all  appliances  in each unit.  Other  capital  improvement  work  planned at
Bristol  Pointe during the fourth  quarter of fiscal 1997 includes a resurfacing
of the property's parking lot.  Management is currently reviewing cost estimates
for completing this work.  Based on a preliminary  review of several  contractor
proposals for this  resurfacing  project,  management  expects this work to cost
approximately $200,000. At Charter Oak, refinancing reserves continue to be used
as part of a program to upgrade individual units and the property as a whole. As
with Bristol  Pointe,  the work to renovate the  individual  apartment  units is
being done on a  turnover  basis and will  continue  until all of the units have
been upgraded.  To date 42% of the units have been upgraded.  The upgraded units
are generating  additional  rental rates of $50 to $100 per month,  depending on
the type of unit. The current capital  improvement plan at Charter Oak calls for
the renovation and re-leasing of three to five units per month.

      Over the past  18-to-24  months,  development  activity  for  multi-family
properties  in many  markets,  including  the  greater  Dallas area in which the
Bristol Pointe Apartments is located, has increased  significantly.  The general
increase in  development  activity may be an  indication  that market values for
multi-family  properties are nearing their peak for the current market cycle. To
date,  Charter Oak has not  experienced a significant  increase in the supply of
apartment  units in its  sub-market,  but  management  continues to monitor this
situation closely. As a result of the current market conditions, management will
likely explore the market for potential sales  opportunities for the Charter Oak
and  Bristol  Pointe  properties  in the near  term as the  renovation  programs
discussed  above  at  both  properties  approach  completion.  Depending  on the
availability of favorable sales opportunities for the two remaining  properties,
the Partnership could be positioned for a possible  liquidation  within the next
2-to-3 years.  There are no assurances,  however,  that the Partnership  will be
able to achieve the sale of its remaining assets within this time frame.
<PAGE>
     At June 30, 1997, the  Partnership and its  consolidated  joint venture had
available cash and cash equivalents of $582,000.  Such cash and cash equivalents
will be utilized for the  Partnership's  working  capital  requirements  and, if
necessary,  to fund property operating deficits and capital  improvements of the
two remaining  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.  Such sources of liquidity are expected to be sufficient to meet the
Partnership's  needs  through its expected  liquidation  within the next 2- to-3
years.

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

     The  Partnership  reported a net loss of $43,000 for the three months ended
June 30,  1997,  as compared to a net loss of $21,000 for the same period in the
prior  year.  This  increase  in the  Partnership's  net  loss  for the  current
three-month  period is the result of an increase in the Partnership's  operating
loss of $15,000  and a decrease  in the  Partnership's  share of  unconsolidated
ventures' income of $7,000. The increase in the Partnership's  operating loss is
primarily  attributable  to an increase in  property  operating  expenses at the
consolidated  Bristol Pointe Apartments.  Property operating expenses at Bristol
Pointe  increased  primarily  due  to  increases  in  repairs  and  maintenance,
advertising and administrative  expenses stemming from the new management team's
marketing efforts to improve the property's  appearance and increase  occupancy,
as discussed further above.

     The Partnership's  share of  unconsolidated  ventures' income for the three
months ended June 30, 1996 and 1997 includes only the  operations of Charter Oak
Associates,   which  owns  and   operates  the  Charter  Oak   Apartments.   The
Partnership's share of unconsolidated  ventures' income decreased in the current
three-month period primarily due to an increase in depreciation and amortization
expense as well as a decline in rental  revenues and expense  recoveries,  which
were partially offset by a decline in property operating expenses.  The increase
in  depreciation  expense is  attributable  to the ongoing  capital  improvement
program at the property. Rental revenues and expense recoveries decreased due to
a 6% decline in average  occupancy when compared to the same period in the prior
year.  Property operating expenses decreased mainly due to declines in salaries,
marketing and administrative expenses.

Nine Months Ended June 30, 1997
- -------------------------------

      The Partnership  reported a net loss of $79,000 for the nine-month  period
ended June 30, 1997 as compared to net income of $1,956,000  for the same period
in the prior year.  This  unfavorable  change is the result of a $2,166,000 gain
recognized by the Partnership  from the sale of the Braesridge  joint venture on
December 29, 1995 and a $76,000  increase in the  Partnership's  operating  loss
which were partially offset by a $207,000 increase in the Partnerships' share of
unconsolidated  ventures'  income.  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 in the first
quarter of fiscal 1996  because the losses and  distributions  recorded in prior
years under the equity method had exceeded the Partnership's  investments in the
venture.

     The Partnership's  operating loss increased primarily due to an increase in
property  operating  expenses at the consolidated  Bristol Pointe Apartments for
the  current  nine-month  period  which was  partially  offset by a decrease  in
general and  administrative  expenses  and an increase  in rental  revenues  and
interest  and other  income.  Property  operating  expenses  at  Bristol  Pointe
increased  primarily due to an increase in repairs and maintenance,  advertising
and  administrative  expenses  related to the new marketing  program referred to
above.  Rental revenues from Bristol Pointe increased by $23,000 for the current
three-month  period due to an increase in average  occupancy over same period in
the prior year.  Interest and other income  increased by $30,000 for the current
nine-month  period  largely  due to an  increase  in the  Partnership's  average
invested  cash reserve  balance as a result of the retention of a portion of the
Braesridge sale proceeds, as discussed further above. General and administrative
expenses  decreased  by $38,000  mainly due to a reduction  in certain  required
professional services for the nine months ended June 30, 1997.
<PAGE>
     The  Partnership's  share of  unconsolidated  ventures' income for the nine
months  ended June 30,  1997  improved in  comparison  to the same period in the
prior year due to the inclusion of the net loss  attributable  to the operations
of the Braesridge joint venture through the date of the sale in the prior period
results.  The  Partnership's  share of  unconsolidated  ventures'  income in the
current   nine-month   period  includes  only  the  operations  of  Charter  Oak
Associates,   which  owns  and   operates  the  Charter  Oak   Apartments.   The
Partnership's  share of the operations of the Charter Oak joint venture improved
by $46,000 for the current nine-month period primarily due an increase in rental
revenues and a reduction in property  operating  expenses  which were  partially
offset by higher non-cash depreciation charges. Rental revenues increased due to
increases  in  rental  rates  over  the  past 21  months.  Depreciation  expense
increased  primarily  due to the  ongoing  capital  improvement  program  at the
property.


<PAGE>


                                   PART II
                              Other Information


Item 1. Legal Proceedings

     As previously  disclosed,  the Partnership's General Partners were named as
defendants  in  a  class  action  lawsuit   against   PaineWebber   Incorporated
("PaineWebber") and a number of its affiliates relating to PaineWebber's sale of
70 direct  investment  offerings,  including  the  offering of  interests in the
various limited partnership investments and REIT stocks, including those offered
by the  Partnership.  In  January  1996,  PaineWebber  signed  a  memorandum  of
understanding  with the plaintiffs in the class action 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 a plan of  allocation.  On July 17, 1996,
PaineWebber and the class plaintiffs submitted a definitive settlement agreement
which  provides for the  complete  resolution  of the class  action  litigation,
including  releases in favor of the  Partnership and PWPI, and the allocation of
the $125 million settlement fund among investors in the various partnerships and
REITs at issue in the case. As part of the settlement,  PaineWebber  also agreed
to provide class members with certain financial  guarantees  relating to some of
the  partnerships  and REITs.  The details of the  settlement are described in a
notice mailed  directly to class members at the direction of the court.  A final
hearing on the fairness of the proposed  settlement  was held in December  1996,
and in March 1997 the court announced its final approval of the settlement.  The
release of the $125  million of  settlement  proceeds  has not  occurred to date
pending the  resolution of an appeal of the  settlement  agreement by two of the
plaintiff class members.  As part of the settlement  agreement,  PaineWebber has
agreed not to seek indemnification from the related partnerships and real estate
investment trusts at issue in the litigation (including the Partnership) for any
amounts that it is required to pay under the settlement. Based on the settlement
agreement   discussed  above  covering  all  of  the   outstanding   shareholder
litigation,  and  notwithstanding  the  appeal  of the class  action  settlement
referred to above, management does not expect that the resolution of this matter
will have a material impact on the Partnership's financial statements,  taken as
a whole.

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>


           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:  August 14, 1997


<TABLE> <S> <C>

<ARTICLE>           5
<LEGEND>
      This schedule  contains summary financial  information  extracted from the
Partnership's  audited financial  statements for the quarter ended June 30, 1997
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER>                            1,000
       
<S>                                  <C>
<PERIOD-TYPE>                           9-MOS
<FISCAL-YEAR-END>                  SEP-30-1997
<PERIOD-END>                       JUN-30-1997
<CASH>                                    582
<SECURITIES>                                0
<RECEIVABLES>                               0
<ALLOWANCES>                                0
<INVENTORY>                                 0
<CURRENT-ASSETS>                          794
<PP&E>                                 13,395
<DEPRECIATION>                          5,214
<TOTAL-ASSETS>                          9,137
<CURRENT-LIABILITIES>                     301
<BONDS>                                 4,801
                       0
                                 0
<COMMON>                                    0
<OTHER-SE>                              4,035
<TOTAL-LIABILITY-AND-EQUITY>            9,137
<SALES>                                     0
<TOTAL-REVENUES>                        1,912
<CGS>                                       0
<TOTAL-COSTS>                           1,657
<OTHER-EXPENSES>                            0
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                        334
<INCOME-PRETAX>                          (79)
<INCOME-TAX>                                0
<INCOME-CONTINUING>                      (79)
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                             (79)
<EPS-PRIMARY>                          (3.04)
<EPS-DILUTED>                          (3.04)
        

</TABLE>


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