______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) JUNE 7,1996
PAINEWEBBER R&D PARTNERS II, L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware 33-16582 13-3437420
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
1285 Avenue of the Americas, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 713-2000
(Not Applicable)
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5
PAINEWEBBER R&D PARTNERS II, L.P.
On June 7, 1996 Mr. Eugene M. Matalene, Jr. resigned as
President and a member of the Board of Directors of PaineWebber
Development Corporation ("PWDC") and PWDC Holding Company. PWDC is the
general partner of PaineWebbber Technologies II, L.P., which is the
general partner of PaineWebber R&D Partners II, L.P. PaineWebber R&D
Partners II, L.P. is managed by PWDC Holding Company (the "Manager").
PWDC is the parent company of the Manager.
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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 hereunto duly authorized.
PAINEWEBBER R&D PARTNERS II, L.P.
(Registrant)
By: PaineWebber Technologies II, L.P.
(General Partner)
By: PWDC Holding Company
(General Partner of the General Partner)
By:
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Vice President
Date: JUNE 18, 1996
