FORM 15
[Adopted in Release No. 34-20784 (Paragraph 83,508), March 22, 1984,
effective March 30, 1984, 49 F.R., 12688.]
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under
Sections 13 and 15 (d) of the Securities Exchange Act of 1934.
Commission File Number: 0-10995
PAINE WEBBER GROWTH PROPERTIES LP
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(Exact name of registrant as specified in its charter)
265 Franklin Street, Boston, Massachusetts 02110 (617) 439-8118
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Units of Limited Partnership Interest
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(Title of each class of securities covered by this Form)
None
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(Titles of all other classes of securities for which a duty to file reports
under section 13 (a) or 15 (d) remains)
<PAGE>
Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a) (1) (i) [ x ] Rule 12h-3(b) (1) (ii) [ ]
Rule 12g-4(a) (1) (ii) [ ] Rule 12h-3(b) (2) (i) [ ]
Rule 12g-4(a) (2) (i) [ ] Rule 12h-3(b) (2) (ii) [ ]
Rule 12g-4(a) (2) (ii) [ ] Rule 15d-6 [ ]
Rule 12h-3(b) (1) (i) [ x ]
Approximate number of holders of record as of the certification or notice date:
None
Pursuant to the requirements of the Securities Exchange Act of 1934 of Paine
Webber Growth Properties LP has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.
Paine Webber Growth Properties LP
By: First PW Growth Properties, Inc.
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Managing General Partner
By: /s/ Walter V. Arnold
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Name: Walter V. Arnold
Title: Senior Vice President
and Chief Financial Officer
DATE: December 31, 1998
