______________________________________________________________________________
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) October 1, 1996
PAINEWEBBER R&D PARTNERS II, L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware 33-14582 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 October 1, 1996 Mr. Dhanajay M. Pai was elected President
and a member of the Board of Directors of PaineWebber Development
Corporation ("PWDC") and PWDC Holding Company (the "Manager"). The
Manager is the general partner of PaineWebber Technologies II, L.P.,
which is the general partner of the Registrant. The Manager is a wholly-
owned subsidiary of PWDC.
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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: __________________________________
Vice President
Date: OCTOBER 2, 1996
