PAINE WEBBER INCOME PROPERTIES FOUR LTD PARTNERSHIP
10-Q, 1997-05-14
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 MARCH 31, 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
              March 31, 1997 and September 30, 1996 (Unaudited)
                                (In thousands)

                                    ASSETS


                                                   March 31        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                    (5,102)           (4,877)
                                                  ---------          --------
                                                      8,051             8,265

Investment in unconsolidated joint 
   venture, at equity                                   167                 -
Cash and cash equivalents                               622               654
Tax escrow deposit                                       67               121
Repair escrow                                            61                53
Prepaid and other assets                                 46                59
Deferred financing costs, net                           164               168
                                                 ----------          --------
                                                 $    9,178          $  9,320
                                                 ==========          ========


                      LIABILITIES AND PARTNERS' CAPITAL


Accounts payable and other liabilities           $      118          $    105
Accrued real estate taxes                                48               115
Mortgage interest payable                                36                37
Tenant security deposits                                 79                65
Equity in losses of unconsolidated joint venture
  in excess of investments and advances                   -                32
Long-term debt                                        4,819             4,852
Partners' capital                                     4,078             4,114
                                                 ----------          --------
                                                 $    9,178          $  9,320
                                                 ==========          ========












                           See accompanying notes.


<PAGE>


           PAINE WEBBER INCOME PROPERTIES FOUR LIMITED PARTNERSHIP


                      CONSOLIDATED STATEMENTS OF OPERATIONS
     For the three and six months ended March 31, 1997 and 1996 (Unaudited)
                      (In thousands, except per Unit data)

                                    Three Months Ended        Six Months Ended
                                         March 31,                 March 31,
                                   -------------------     -------------------
                                      1997        1996        1997      1996
                                      ----        ----        ----      ----

Revenues:
   Rental revenues                $   533     $   542      $1,048      $1,053
   Interest and other income           10          10          38          12
                                  -------     -------      ------      ------
                                      543         552       1,086       1,065

Expenses:
   Property operating expenses        430         304         726         613
   Interest expense and related fees  111         113         223         226
   Depreciation expense               113         107         225         212
   Real estate taxes                   34          33          69          67
   General and administrative          46          61          78         121
                                  -------     -------     -------      ------
                                      734         618       1,321       1,239
                                  -------     -------     -------      ------

Operating loss                       (191)        (66)       (235)       (174)

Partnership's share of 
   unconsolidated ventures' 
   income (losses)                     91          35         199         (15)

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

Net income (loss)                 $  (100)    $   (31)   $    (36)     $ 1,977
                                  =======     =======    ========      =======

Net income (loss) per Limited
  Partnership Unit                $ (3.85)    $ (1.19)   $  (1.39)     $ 76.17
                                  =======     =======    ========      =======


Cash distributions per Limited 
  Partnership Unit                $     -     $ 20.00    $      -      $ 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 CHANGES IN PARTNERS' CAPITAL (DEFICIT)
          For the six months ended March 31, 1997 and 1996 (Unaudited)
                                 (In thousands)

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


Balance at September 30, 1995                      $ (150)           $  3,883
Cash distributions                                      -                (514)
Net income                                             20               1,957
                                                   ------            --------
Balance at March 31, 1996                          $ (130)           $  5,326
                                                   ======            ========

Balance at September 30, 1996                      $ (141)           $  4,255
Net income                                              -                 (36)
                                                   ------            --------
Balance at March 31, 1997                          $ (141)           $  4,219
                                                   ======            ========
































                           See accompanying notes.


<PAGE>


             PAINE WEBBER INCOME PROPERTIES FOUR LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the six months ended March 31, 1997 and 1996 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)


                                                            1997        1996
                                                            ----        ----
Cash flows from operating activities:
  Net income (loss)                                       $   (36)    $ 1,977
  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                                       225         212
   Amortization of deferred financing fees                      4           3
   Partnership's share of unconsolidated
     ventures' income (losses)                               (199)         15
     Changes in assets and liabilities:
     Tax and insurance escrow deposits                         54         (82)
     Prepaid and other assets                                  13           7
     Accounts payable and other liabilities                    13         (67)
     Accrued real estate taxes                                (67)         67
     Mortgage interest payable                                 (1)          -
     Tenant security deposits                                  14           -
                                                          -------     -------
        Total adjustments                                      56      (2,011)
                                                          -------     -------
        Net cash provided by (used in) operating
          activities                                           20         (34)
                                                          -------     -------

Cash flows from investing activities:
  Proceeds received from sale of joint venture investment       -       1,000
  Additions to buildings, improvements and equipment          (11)        (46)
  Net (deposits to) withdrawals from repair escrow             (8)         15
                                                          -------     -------
        Net cash (used in) provided by investing
          activities                                          (19)        969
                                                          -------     -------

Cash flows from financing activities:
  Distributions to limited partners                             -        (514)
  Principal repayments on long-term debt                      (33)        (30)
                                                          -------     -------
        Net cash used in financing activities                 (33)       (544)
                                                          -------     -------

Net (decrease) increase in cash and cash equivalents          (32)        391

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

Cash and cash equivalents, end of period                  $   622     $   520
                                                          =======     =======

Cash paid during the period for interest                  $   220     $   223
                                                          =======     =======









                           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 March 31, 1997 and  September 30,
    1996 and  revenues and expenses for the three and six months ended March 31,
    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 six-month  periods
    ended  March  31,  1997  and  1996 is  $42,000  and  $43,000,  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 six months
    ended March 31, 1997 and 1996 is $900 and $400,  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 March 31, 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 six  months  ended  March 31,  1997 and 1996 are as  follows.  The
    summary of  operations  for the six months ended March 31, 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 six months ended March 31, 1997 and 1996
                                 (in thousands)

                                    Three Months Ended       Six Months Ended
                                         March 31,               March 31,
                                   -------------------      -----------------
                                      1997        1996        1997      1996
                                      ----        ----        ----      ----

   Rental revenues and
     expense recoveries            $  623      $  583         $1,261   $1,897
   Interest and other income           45          31             81       91
                                   ------      ------         ------   ------
                                      668         614          1,342    1,988

   Property operating expenses        221         257            435      939
   Interest expense                   186         189            373      598
   Depreciation and amortization      110          87            223      256
   Real estate taxes                   41          39             79      140
                                   ------      ------         ------   ------
                                      561         572          1,110    1,933
                                   ------      ------         ------   ------
   Net income                      $  107      $   42         $  232   $   55
                                   ======      ======         ======   ======

   Net income:
     Partnership's share of
       combined income             $   92      $   36         $  200   $   42
     Co-venturers' share of
       combined income                 15           6             32       13
                                   ------      ------         ------   ------
                                   $  107      $   42         $  232   $   55
                                   ======      ======         ======   ======

               Reconciliation of Partnership's Share of Operation
           For the three and six months ended March 31, 1997 and 1996
                                 (in thousands)

                                      Three Months Ended       Six Months Ended
                                           March 31,               March 31,
                                      ------------------     -----------------
                                       1997     1996           1997     1996
                                       ----     ----           ----     ----

   Partnership's share of
     combined income, as shown above  $   92    $   36        $   200  $   42
   Amortization of excess basis           (1)       (1)           (1)     (57)
                                      ------    ------        ------   ------
   Partnership's share of
     unconsolidated ventures' 
     income (losses)                  $   91    $   35        $  199   $  (15)
                                      ======    ======        ======   ======



<PAGE>


4. Operating Investment Property

   Operating  investment  property  at March 31,  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 six months ended March 31, 1997 and 1996 (in thousands):

                                      Three Months Ended       Six Months Ended
                                          March 31,                March 31,
                                    ---------------------    ------------------
                                       1997     1996           1997       1996
                                       ----     ----           ----       ----

    Property operating expenses:
      Salaries and related costs   $    73    $    64        $ 140      $ 126
      Repairs and maintenance          145         68          226        163
      Utilities                        120        110          224        210
      Management fees                   21         22           42         42
      Administrative and other          71         40           94         72
                                   -------    -------        -----     ------
                                   $   430    $   304        $ 726     $  613
                                   =======    =======        =====     ======

5.  Long-term Debt

    Long-term  debt at March 31,  1997 and  September  30,  1996  relates to the
    consolidated  joint  venture,   Arlington  Towne  Oaks  Associates,  and  is
    summarized as follows (in thousands):



                                                   March 31       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  March  31,  1997
      and September 30, 1996.                     $ 4,819          $ 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 88%
and 89%, respectively, for the second quarter of fiscal 1997 compared to 87% and
94%,  respectively,  for the prior  quarter.  The small increase in occupancy at
Bristol Pointe is attributable to an aggressive  marketing program involving the
use of rental  concessions  implemented  by the new  property  management  team.
Although the local apartment rental market in the greater Dallas, Texas area has
softened in recent  months,  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  during the current
quarter.  Management is cautiously  optimistic that this increase in prospective
tenant  traffic at Bristol Pointe will result in additional  occupancy  gains in
future  quarters.  Cash flow from the Bristol  Pointe  property  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  second  half of fiscal  1997  includes a
resurfacing of the  property's  parking lot.  Management is currently  reviewing
cost estimates for completing  this work. 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.  The  upgraded  units are  generating  additional
rental  rates  of $50 to $165 per  month,  depending  on the  type of unit.  The
decline in  occupancy  at Charter  Oak for the  quarter  ended March 31, 1997 is
attributable mainly to a loss of tenants to the single-family home market and to
a seasonal decline in prospective tenant traffic.

      Over the past 18 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.  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.

     At March 31, 1997, the Partnership and its  consolidated  joint venture had
available cash and cash equivalents of $622,000.  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 March 31, 1997
- ---------------------------------

     The Partnership  reported a net loss of $100,000 for the three months ended
March 31, 1997,  as compared to a net loss of $31,000 for the same period in the
prior  year.  This  increase  in the  Partnership's  net  loss  for the  current
three-month  period is a result of an  increase in the  Partnership's  operating
loss of $125,000, which was partially offset by an increase in the Partnership's
share of  unconsolidated  ventures'  income  of  $56,000.  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.

     The Partnership's  share of  unconsolidated  ventures' income for the three
months ended March 31, 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 increased in the current
three-month  period mainly due to an increase in rental income at Charter Oak as
well as a decline in property operating expenses. Rental income increased during
the current  three-month period due to an increase in rental rates achieved over
the past fifteen months.  Property  operating expenses decreased due to declines
in salaries,  repairs and maintenance and professional fees which were partially
offset  by  higher  depreciation  expense  resulting  from the  ongoing  capital
improvement program at the property.

Six Months Ended March 31, 1997
- -------------------------------

      The  Partnership  reported a net loss of $36,000 for the six-month  period
ended March 31, 1997 as compared to net income of $1,977,000 for the same period
in the prior year.  This  unfavorable  change is a result of the $2,166,000 gain
recognized by the Partnership  from the sale of the Braesridge  joint venture on
December 29, 1995 and a $61,000  increase in the  Partnership's  operating  loss
which  were  partially   offset  by  a  favorable  change  of  $214,000  in  the
Partnerships'  share  of  unconsolidated  ventures'  income  (losses).   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  six-month  period  which was  partially  offset by an  increase in
interest and other income and a decrease in general and administrative expenses.
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.  Interest  and other
income  increased by $26,000 for the current  six-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 $43,000 mainly
due to a reduction in certain required  professional services for the six months
ended March 31, 1997.

     The Partnership's share of unconsolidated  ventures' operations for the six
months  ended March 31, 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 six-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 $54,000 for the
current  six-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 18 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.  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   unitholder  litigation,
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:  May 13, 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 March 31,
   1997  and is  qualified  in its  entirety  by  reference  to  such  financial
   statements.
</LEGEND>
<MULTIPLIER>                            1,000
       
<S>                                  <C>
<PERIOD-TYPE>                           6-MOS
<FISCAL-YEAR-END>                  SEP-30-1997
<PERIOD-END>                       MAR-31-1997
<CASH>                                    622
<SECURITIES>                                0
<RECEIVABLES>                               0
<ALLOWANCES>                                0
<INVENTORY>                                 0
<CURRENT-ASSETS>                          796
<PP&E>                                 13,320
<DEPRECIATION>                          5,102
<TOTAL-ASSETS>                          9,178
<CURRENT-LIABILITIES>                     281
<BONDS>                                 4,819
                       0
                                 0
<COMMON>                                    0
<OTHER-SE>                              4,078
<TOTAL-LIABILITY-AND-EQUITY>            9,178
<SALES>                                     0
<TOTAL-REVENUES>                        1,285
<CGS>                                       0
<TOTAL-COSTS>                           1,098
<OTHER-EXPENSES>                            0
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                        223
<INCOME-PRETAX>                          (36)
<INCOME-TAX>                                0
<INCOME-CONTINUING>                      (36)
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                             (36)
<EPS-PRIMARY>                          (1.39)
<EPS-DILUTED>                          (1.39)
        

</TABLE>


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