content: SECURITIES AND EXCHANGE COMMISSION
  
                        Washington, DC  20549
  
  
                              FORM 8-K
  
                           CURRENT REPORT
  
  
  
               Pursuant to Section 13 or 15(d) of the
                Securities and Exchange Act of 1934
  
  
        Date of Report (Date of earliest event reported) September 12, 1995
  
                       PAINE WEBBER GROWTH PROPERTIES TWO LP
               (Exact name of registrant as specified in its charter)
  
         Delaware                   0-12085              04-2798594
  (State or other jurisdiction)   (Commission           (IRS Employer
     of incorporation              File Number)       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
  
  
            (Former name or address, if changed since last report) 
            
                                     FORM 8-K
                                   CURRENT REPORT
  
                       PAINE WEBBER GROWTH PROPERTIES TWO LP
  
  ITEM 2 - DISPOSITION OF ASSETS
  
    Hudson Apartments - Tyler, Texas
    Disposition Date - September 12, 1995
  
  On September 12, 1995, the Partnership sold its joint venture interest in the
  Hudson Apartments, located in Tyler, TX, for $350,000 to its co-venture partner.
  While such proceeds are substantially less than the amount of the Partnership's
  original investment, of $2,600,000, management believes that the offer is
  reflective of the current fair market value of the Partnership's interest.  In
  the mid-to-late 1980s, the Hudson joint venture was unable to meet its
  contractual debt service requirements.  As a result, the venture entered into
  several debt modifications aimed at alleviating the need for the Partnership to
  fund cash flow deficits.  In October 1990, in order to take advantage of the
  discounted debt pay-off offer from the existing mortgage lender and to avoid
  possibly losing the property through foreclosure proceedings, the venture
  admitted a new partner who contributed the $600,000 necessary to complete the
  proposed refinancing transaction.  Although this recapitalization saved the
  property from likely foreclosure, it resulted in a 50% dilution of the
  Partnership's interest and created a 15% preferred return on the new partner's
  $600,000 investment.  Based on current market factors, management does not
  foresee significant appreciation in the value of the Partnership's interest in
  the Hudson joint venture in the near-term.  Furthermore, since the venture's new
  mortgage financing was expected to have a five-year  prohibition on prepayment,
  and thereafter any sale of the property would require the consent of the co-
  venturer, management believed that it was an opportune time to sell the
  Partnership's investment.
  
  ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
  
    (a)  Financial Statements:  None
  
    (b)  Exhibits:
  
       (1)  Hudson Partners Agreement For Redemption of Partnership Interest
            between PaineWebber Hudson Partners, LTD., Hudson Associates, LTD.,
            Horn-Barlow Partnership and Woodhaven Investors, Inc.
  
       (2)  First Amendment to the Amended and Restated Partnership Agreement of
            Hudson Partners between PaineWebber Hudson Partners, LTD., Hudson
            Associates, LTD., Horn-Barlow Partnership and Woodhaven Investors,
            Inc.
  
  
  
  Exhibit 1
  
                           HUDSON PARTNERS
  
          AGREEMENT FOR REDEMPTION OF PARTNERSHIP INTEREST     This agreement is
           entered into September 12, 1995, among HUDSON ASSOCIATES,
  LTD., a Texas limited partnership ("HA"); PAINEWEBBER HUDSON PARTNERS, LTD., a
  Texas limited partnership ("PW");  HORN-BARLOW PARTNERSHIP,  a Texas general
  partnership ("Horn-Barlow"), and WOODHAVEN INVESTORS, INC., a Texas corporation
  ("Woodhaven").
  
       HA,  PW, Horn-Barlow, and Woodhaven are the four partners in Hudson
  Partners, a Texas general partnership ("HP"), created by an amended and restated
  Partnership Agreement dated October 30, 1990 (the "Agreement").   Horn-Barlow
  and Woodhaven were admitted as partners in HP with the consent of HA and PW on
  September 6, 1995.
  
       PW no longer wishes to be a member of HP, and the other partners in HP have
  agreed that HP will redeem the partnership interest of PW.  Accordingly, HP
  hereby agrees to redeem the entire partnership interest of PW in HP for the sum
  of $350,000.00 cash paid to PW by HP.  PW agrees to accept such sum in complete
  redemption of PW's partnership interest in HP.
  
       HA, Horn-Barlow, and Woodhaven agree that PW, as of September 12, 1995,
  shall have no further obligations to HA, Horn-Barlow, or Woodhaven under the
  Agreement, and HP, Horn-Barlow, and Woodhaven waive forever, on behalf of the
  Partnership, themselves, and all successors-in-interest, any claim, known or
  unknown, against PW that may arise or has arisen, directly or indirectly, as a
  result of PW's ownership of a partnership interest in Hudson Partners.
  
       The apartment project in Tyler, Texas owned by HP is being refinanced, and
  the closing (the "Closing") of such refinancing is scheduled to take place prior
  to September 15, 1995.  The redemption will occur immediately prior to the
  Closing, and the payment to PW will be made concurrently with the funding of the
  refinanced loan.  The refinancing is being closed in escrow with Ticor Land
  Title Company (the "Title Company") in Dallas, Texas.  HP shall cause the Title
  Company to pay to PW the sum of $350,000.00 in good funds at the Closing.
  
  
  
       The parties agree that no further documentation of the redemption is
  required and that the interest of PW in Hudson Partners is redeemed effective
  immediately prior to the Closing, subject to the condition subsequent that the
  title company pay to PW $350,000.00 at the Closing.
  
  PAINEWEBBER HUDSON PARTNERS, LTD        HUDSON ASSOCIATES, LTD.
  
  By:  Paine Webber Growth Properties Two LP
       a Delaware limited partnership,
       General Partner                     By:/s/ C. Jay Barlow
                                             C. Jay Barlow, General Partner
  By:  Second PW Growth Properties, Inc.
       Limited Partner
  
  By:  /s/ Stephen D. Brady               By:/s/ Gerald Horn
       By:  Stephen D. Brady              By:Gerald Horn, General Partner
            Vice President                   Vice President
  
  HORN-BARLOW PARTNERSHIP                 WOODHAVEN INVESTORS, INC..
  a Texas general partnership             a Texas Corporation, General
                                          Partner
  
  By:  /s/ C. Jay Barlow                  By:/s/ Michael H. Monier 
       C. Jay Barlow, General Partner        Michael H. Monier, Vice President
  
  
  
  By:/s/ Gerald Horn
      Gerald Horn, General Partner
  
  
  Exhibit 2
  
                        FIRST AMENDMENT TO THE
            AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF
                           HUDSON PARTNERS
  
  
       This First Amendment to the Amended and Restated Partnership Agreement of
  Hudson Partners (the "First Amendment") is entered into September 6, 1995, among
  PAINEWEBBER HUDSON PARTNERS, LTD., a Texas limited partnership ("PW")  HUDSON
  ASSOCIATES, LTD., a Texas limited partnership ("HA"), HORN-BARLOW PARTNERSHIP,
  a Texas general partnership ("Horn-Barlow") , and WOODHAVEN INVESTORS, INC., a
  Texas corporation ("Woodhaven").
  
                              RECITALS:
  
       A.   HA and PW entered into an Amended and Restated Partnership Agreement
  of Hudson Partners (the "Partnership Agreement") on October 30, 1990, which
  governs the organization and operation of Hudson Partners, a Texas general
  partnership (the "Partnership").     B.   HA and PW wish to admit additional
  partners to the Partnership, and Horn-Barlow and Woodhaven wish to become 
  partners in the Partnership.
  
       C.   After the admission of the new partners, PW desires to withdraw from
  the Partnership and wants the partnership to redeem the partnership interest of
  PW in the Partnership, and the parties hereto have agreed that such redemption
  and withdrawal shall take place immediately following the execution of this
  agreement.
  
                             AGREEMENT:
  
       In consideration of the mutual agreements contained herein, the parties
  agree as follows:
  
       1.   Horn-Barlow and Woodhaven are hereby admitted to the Partnership as
  additional partners.  Each of them has contributed $100.00 to the capital of the
  Partnership.
  
       2.   The Partnership Agreement is amended as follows, such amendments to
  take effect immediately and automatically upon the redemption of  PW's
  partnership interest:
  
            a.   The terms defined above shall have the same meaning in the
       Partnership Agreement.   Certain other terms used in the Partnership
       Agreement are amended to mean the following:
  
                 i.   The term "allocated between the Partners" shall mean
            "allocated among the Partners."               
            
                 ii.  The term "allocated equally between the Partners" shall mean
            "allocated among the Partners in the Sharing Ratio."
  
                 iii. The term "approved by both Partners" shall mean "approved by
            all Partners."
  
                 iv.  The term "both Partners" shall mean "all Partners."
  
                 v.   The term "either Partner" shall mean "any Partner."
  
                 vi.  The term "other Partner" shall mean "other Partners."
  
                 vii. The term "Second Partner" shall mean "other Partners."
  
            b.   Wherever the Partnership Agreement requires the approval by PW,
       it is amended to require the approval of HA.
  
            c.   The following new definition is added to the Partnership
       Agreement: "'Sharing Ratio' shall mean Hudson Associates, 99.0%; Horn-
       Barlow, 0.5%; and Woodhaven, 0.5%."
  
            d.   Section 3.01(a) is amended by adding the following sentence:
       "Horn-Barlow and Woodhaven have each contributed $100.00 to the capital of
       the Partnership concurrently with the execution of the First Amendment."
  
            e.   Section 3.01(b) is amended in its entirety to read as follows:
       "Capital contributions in excess of the amounts provided in Section 3.01(a)
       shall be required only if Approved by the Partners and, unless otherwise 
       Approved by the Partners, shall be made by the partners in the Sharing
       Ratio."
  
            f.   Section 4.02(3) is amended to read as follows: "any remaining
       amounts, to the Partners in the Sharing Ratio."
  
            g.   Section 5.01 is amended by deleting subsection (5), renumbering
       subsection (6) as (5), and amending it to read as follows: "any remaining
       amounts, to the Partners in the Sharing Ratio."
  
            h.   Section 6.02(a)(iii) is amended to read as follows: "Third, all
       remaining items shall be allocated among the Partners in the Sharing
       Ratio."
  
            i.   Section 6.02(d) is amended as follows:
  
                 i.   Subsection (ii) is deleted.
  
                 ii.  Subsection (iii) is renumbered (ii) and amended to read as
            follows:  "Second, to any of the Partners in the amount, if any,
            necessary to cause their respective Capital Account balances, when
            reduced by the amounts described in subparagraph (i) of the this
            Section 6.02(d), to be in the Sharing Ratio."
  
                 iii. Subsection (iv) is renumbered (iii) and amended to read as
            follows:  "Third, among the Partners in the Sharing Ratio."
  
            j.   Section 6.02(e) is amended as follows:               
            
                 i.   Subsection (i) is amended to read as follows: "First, if the
            Capital Accounts of all Partners have positive balances greater than
            their respective amounts described in Sections 6.01(d)(i) and (ii)
            hereof, and treating such balances as being reduced by such respective
            amounts for all other purposes of this Section 6.02(e)(i), among the
            Partners in such a manner as will cause their respective positive
            Capital Account balances to be in the Sharing Ratio (as nearly as is
            possible) until the balances are reduced to zero;"
  
                 ii.  Subsection (ii) is deleted.
  
                 iii. Subsection (iii) is renumbered (ii) and amended to read as
            follows:  "Next, to HA until its positive Capital Account balance is
            reduced to zero; and"
  
                 iv.  Subsection (iv) is renumbered (iii) and amended to read as
            follows:   "Last, among the Partners in the Sharing Ratio."
  
            k.   Section 7.04(a) is amended by adding the following sentence at
       the end: "If more than one of the other Partners wishes to purchase such
       interest, they shall be each entitled to purchase a portion of the interest
       in proportion to their Sharing Ratios."
  
            l.   Section 8.02 is amended by changing the names and addresses for
       the giving of notices to the following:
  
                 i.   If to HA at:
  
                      Hudson Associates                   
                      8333 Douglas Avenue, Suite 1330
                      Dallas, Texas 75225
                      Attention: C. Jay Barlow
  
                      with a copy to:
  
                      Lewis T. Sweet, Jr.
                      Sweet & Brousseau
                      2515 McKinney Avenue
                      Suite 800
                      Dallas, Texas 752501
  
                 ii.  if to Horn-Barlow:
  
                      Horn-Barlow Partnership
                      8333 Douglas Avenue, Suite 1330
                      Dallas, Texas'
                      Attention: C. Jay Barlow
  
                      with a copy to:
  
                      Lewis T. Sweet, Jr.
                      Sweet & Brousseau
                      2515 McKinney Avenue McKinney Avenue
                      Suite 800
                      Dallas, Texas 752501
  
                 iii. if to Woodhaven:                   
                      Woodhaven Investors, Inc.
                      181 Maple
                      Stowe, Vermont 05672
                      Attention: Edward D. Herrick
  
       3.   As of December 31, 1994, the Partnership's books contained a
  consulting fee liability for $33,000 payable to an affiliate of Crow-Western
  #7- Tyler Partners, Ltd., a former partner of the Partnership, which liability
  was payable solely from distributions by the Partnership no later than April 1,
  1990.  Because of the applicable statute of limitations, the liability is no
  longer collectible and, accordingly, to the extent the Partnership shall receive
  debt forgiveness with respect to such liability, any income resulting from the
  debt forgiveness shall be allocated 100% to PW.  In addition, as of December 31,
  1994, the Partnership's books contained a "partners' notes" liability in the
  principal amount of $236,987 and $156,753 for accrued interest thereon, which
  liability was payable solely from distributions by the Partnership ("Liability
  One") and (ii) a "partners' notes" liability in the principal amount of $168,350
  and $85,910 for accrued interest thereon, which liability was payable solely
  from distributions by the Partnership ("Liability Two").  PW hereby assumes
  Liability One and Liability Two, to the extent due and payable.  Such assumption
  shall be treated on the books of the Partnership as a contribution to the
  capital of the Partnership.  PW shall hold the Partnership harmless from all
  claims by any party for the payment of the Deferred Debt.
  
       4.   As amended hereby, the Partnership Agreement shall continue in full
  force and effect.     
  
       5.   This First Amendment may be executed in multiple counterparts, all of
  which together shall create one instrument, and it is not necessary that all
  parties execute the same counterpart.
  
       Executed as of the date first above mentioned.
  
                                PAINEWEBBER HUDSON PARTNERS, LTD.,
                                a Texas limited partnership
  
                                By: PaineWebber Growth Properties Two LP, a
                                Delaware limited partnership,
                                General Partner
  
                                By: Second PW Growth Properties, Inc.,
                                General Partner
  
  
  
                                By:/s/ Stephen Brady
                                      Stephen Brady
                                      Vice President
  
  
                                HUDSON ASSOCIATES, LTD.,
                                a Texas limited partnership
  
                                 By:/s/ C. Jay Barlow
                                     C. Jay Barlow, General Partner
                                     
                                 By:/s/ Gerald Horn
                                     Gerald Horn, General Partner
  
  HORN-BARLOW PARTNERSHIP       By WOODHAVEN INVESTORS, INC..
  a Texas general partnership   a Texas Corporation, General Partner
  
  
  
  By:/s/ Gerald Horn            By:/s/ Michael H. Monier
  Gerald Horn, General Partner  Michael H. Monier, Vice President
  
  
  
  By:/s/ C. Jay Barlow
  C. Jay Barlow, General Partner
  
  
                              FORM 8-K
  
                           CURRENT REPORT
  
                       PAINE WEBBER GROWTH PROPERTIES TWO LP
  
  
                             SIGNATURES
                             
  Pursuant to the requirements of the Securities and 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 GROWTH PROPERTIES TWO LP
                                    (Registrant)
  
  
  
                           By:/s/ Walter V. Arnold
                             Walter V. Arnold
                             Senior Vice President and
                             Chief Financial Officer
  
  
  
  Date:  September 20, 1995
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text: SECURITIES AND EXCHANGE COMMISSION
  
                        Washington, DC  20549
  
                              FORM 8-K
  
                           CURRENT REPORT
  
               Pursuant to Section 13 or 15(d) of the
                Securities and Exchange Act of 1934
  
        Date of Report (Date of earliest event reported) September 12, 1995
  
                       PAINE WEBBER GROWTH PROPERTIES TWO LP
               (Exact name of registrant as specified in its charter)
  
         Delaware                   0-12085              04-2798594
  (State or other jurisdiction)   (Commission           (IRS Employer
     of incorporation              File Number)       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
  
            (Former name or address, if changed since last report) 
            
                                     FORM 8-K
                                   CURRENT REPORT
  
                       PAINE WEBBER GROWTH PROPERTIES TWO LP
  
  ITEM 2 - DISPOSITION OF ASSETS
  
    Hudson Apartments - Tyler, Texas
    Disposition Date - September 12, 1995
  
  On September 12, 1995, the Partnership sold its joint venture interest in the
  Hudson Apartments, located in Tyler, TX, for $350,000 to its co-venture partner.
  While such proceeds are substantially less than the amount of the Partnership's
  original investment, of $2,600,000, management believes that the offer is
  reflective of the current fair market value of the Partnership's interest.  In
  the mid-to-late 1980s, the Hudson joint venture was unable to meet its
  contractual debt service requirements.  As a result, the venture entered into
  several debt modifications aimed at alleviating the need for the Partnership to
  fund cash flow deficits.  In October 1990, in order to take advantage of the
  discounted debt pay-off offer from the existing mortgage lender and to avoid
  possibly losing the property through foreclosure proceedings, the venture
  admitted a new partner who contributed the $600,000 necessary to complete the
  proposed refinancing transaction.  Although this recapitalization saved the
  property from likely foreclosure, it resulted in a 50% dilution of the
  Partnership's interest and created a 15% preferred return on the new partner's
  $600,000 investment.  Based on current market factors, management does not
  foresee significant appreciation in the value of the Partnership's interest in
  the Hudson joint venture in the near-term.  Furthermore, since the venture's new
  mortgage financing was expected to have a five-year  prohibition on prepayment,
  and thereafter any sale of the property would require the consent of the co-
  venturer, management believed that it was an opportune time to sell the
  Partnership's investment.
  
  ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
  
    (a)  Financial Statements:  None
  
    (b)  Exhibits:
  
       (1)  Hudson Partners Agreement For Redemption of Partnership Interest
            between PaineWebber Hudson Partners, LTD., Hudson Associates, LTD.,
            Horn-Barlow Partnership and Woodhaven Investors, Inc.
  
       (2)  First Amendment to the Amended and Restated Partnership Agreement of
            Hudson Partners between PaineWebber Hudson Partners, LTD., Hudson
            Associates, LTD., Horn-Barlow Partnership and Woodhaven Investors,
            Inc.
  
  Exhibit 1
  
                           HUDSON PARTNERS
  
          AGREEMENT FOR REDEMPTION OF PARTNERSHIP INTEREST     This agreement is
           entered into September 12, 1995, among HUDSON ASSOCIATES,
  LTD., a Texas limited partnership ("HA"); PAINEWEBBER HUDSON PARTNERS, LTD., a
  Texas limited partnership ("PW");  HORN-BARLOW PARTNERSHIP,  a Texas general
  partnership ("Horn-Barlow"), and WOODHAVEN INVESTORS, INC., a Texas corporation
  ("Woodhaven").
  
       HA,  PW, Horn-Barlow, and Woodhaven are the four partners in Hudson
  Partners, a Texas general partnership ("HP"), created by an amended and restated
  Partnership Agreement dated October 30, 1990 (the "Agreement").   Horn-Barlow
  and Woodhaven were admitted as partners in HP with the consent of HA and PW on
  September 6, 1995.
  
       PW no longer wishes to be a member of HP, and the other partners in HP have
  agreed that HP will redeem the partnership interest of PW.  Accordingly, HP
  hereby agrees to redeem the entire partnership interest of PW in HP for the sum
  of $350,000.00 cash paid to PW by HP.  PW agrees to accept such sum in complete
  redemption of PW's partnership interest in HP.
  
       HA, Horn-Barlow, and Woodhaven agree that PW, as of September 12, 1995,
  shall have no further obligations to HA, Horn-Barlow, or Woodhaven under the
  Agreement, and HP, Horn-Barlow, and Woodhaven waive forever, on behalf of the
  Partnership, themselves, and all successors-in-interest, any claim, known or
  unknown, against PW that may arise or has arisen, directly or indirectly, as a
  result of PW's ownership of a partnership interest in Hudson Partners.
  
       The apartment project in Tyler, Texas owned by HP is being refinanced, and
  the closing (the "Closing") of such refinancing is scheduled to take place prior
  to September 15, 1995.  The redemption will occur immediately prior to the
  Closing, and the payment to PW will be made concurrently with the funding of the
  refinanced loan.  The refinancing is being closed in escrow with Ticor Land
  Title Company (the "Title Company") in Dallas, Texas.  HP shall cause the Title
  Company to pay to PW the sum of $350,000.00 in good funds at the Closing.
  
       The parties agree that no further documentation of the redemption is
  required and that the interest of PW in Hudson Partners is redeemed effective
  immediately prior to the Closing, subject to the condition subsequent that the
  title company pay to PW $350,000.00 at the Closing.
  
  PAINEWEBBER HUDSON PARTNERS, LTD        HUDSON ASSOCIATES, LTD.
  
  By:  Paine Webber Growth Properties Two LP
       a Delaware limited partnership,
       General Partner                     By:/s/ C. Jay Barlow
                                             C. Jay Barlow, General Partner
  By:  Second PW Growth Properties, Inc.
       Limited Partner
  
  By:  /s/ Stephen D. Brady               By:/s/ Gerald Horn
       By:  Stephen D. Brady              By:Gerald Horn, General Partner
            Vice President                   Vice President
  
  HORN-BARLOW PARTNERSHIP                 WOODHAVEN INVESTORS, INC..
  a Texas general partnership             a Texas Corporation, General
                                          Partner
  
  By:  /s/ C. Jay Barlow                  By:/s/ Michael H. Monier 
       C. Jay Barlow, General Partner        Michael H. Monier, Vice President
  
  By:/s/ Gerald Horn
      Gerald Horn, General Partner
  
  Exhibit 2
  
                        FIRST AMENDMENT TO THE
            AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF
                           HUDSON PARTNERS
  
       This First Amendment to the Amended and Restated Partnership Agreement of
  Hudson Partners (the "First Amendment") is entered into September 6, 1995, among
  PAINEWEBBER HUDSON PARTNERS, LTD., a Texas limited partnership ("PW")  HUDSON
  ASSOCIATES, LTD., a Texas limited partnership ("HA"), HORN-BARLOW PARTNERSHIP,
  a Texas general partnership ("Horn-Barlow") , and WOODHAVEN INVESTORS, INC., a
  Texas corporation ("Woodhaven").
  
                              RECITALS:
  
       A.   HA and PW entered into an Amended and Restated Partnership Agreement
  of Hudson Partners (the "Partnership Agreement") on October 30, 1990, which
  governs the organization and operation of Hudson Partners, a Texas general
  partnership (the "Partnership").     B.   HA and PW wish to admit additional
  partners to the Partnership, and Horn-Barlow and Woodhaven wish to become 
  partners in the Partnership.
  
       C.   After the admission of the new partners, PW desires to withdraw from
  the Partnership and wants the partnership to redeem the partnership interest of
  PW in the Partnership, and the parties hereto have agreed that such redemption
  and withdrawal shall take place immediately following the execution of this
  agreement.
  
                             AGREEMENT:
  
       In consideration of the mutual agreements contained herein, the parties
  agree as follows:
  
       1.   Horn-Barlow and Woodhaven are hereby admitted to the Partnership as
  additional partners.  Each of them has contributed $100.00 to the capital of the
  Partnership.
  
       2.   The Partnership Agreement is amended as follows, such amendments to
  take effect immediately and automatically upon the redemption of  PW's
  partnership interest:
  
            a.   The terms defined above shall have the same meaning in the
       Partnership Agreement.   Certain other terms used in the Partnership
       Agreement are amended to mean the following:
  
                 i.   The term "allocated between the Partners" shall mean
            "allocated among the Partners."               
            
                 ii.  The term "allocated equally between the Partners" shall mean
            "allocated among the Partners in the Sharing Ratio."
  
                 iii. The term "approved by both Partners" shall mean "approved by
            all Partners."
  
                 iv.  The term "both Partners" shall mean "all Partners."
  
                 v.   The term "either Partner" shall mean "any Partner."
  
                 vi.  The term "other Partner" shall mean "other Partners."
  
                 vii. The term "Second Partner" shall mean "other Partners."
  
            b.   Wherever the Partnership Agreement requires the approval by PW,
       it is amended to require the approval of HA.
  
            c.   The following new definition is added to the Partnership
       Agreement: "'Sharing Ratio' shall mean Hudson Associates, 99.0%; Horn-
       Barlow, 0.5%; and Woodhaven, 0.5%."
  
            d.   Section 3.01(a) is amended by adding the following sentence:
       "Horn-Barlow and Woodhaven have each contributed $100.00 to the capital of
       the Partnership concurrently with the execution of the First Amendment."
  
            e.   Section 3.01(b) is amended in its entirety to read as follows:
       "Capital contributions in excess of the amounts provided in Section 3.01(a)
       shall be required only if Approved by the Partners and, unless otherwise 
       Approved by the Partners, shall be made by the partners in the Sharing
       Ratio."
  
            f.   Section 4.02(3) is amended to read as follows: "any remaining
       amounts, to the Partners in the Sharing Ratio."
  
            g.   Section 5.01 is amended by deleting subsection (5), renumbering
       subsection (6) as (5), and amending it to read as follows: "any remaining
       amounts, to the Partners in the Sharing Ratio."
  
            h.   Section 6.02(a)(iii) is amended to read as follows: "Third, all
       remaining items shall be allocated among the Partners in the Sharing
       Ratio."
  
            i.   Section 6.02(d) is amended as follows:
  
                 i.   Subsection (ii) is deleted.
  
                 ii.  Subsection (iii) is renumbered (ii) and amended to read as
            follows:  "Second, to any of the Partners in the amount, if any,
            necessary to cause their respective Capital Account balances, when
            reduced by the amounts described in subparagraph (i) of the this
            Section 6.02(d), to be in the Sharing Ratio."
  
                 iii. Subsection (iv) is renumbered (iii) and amended to read as
            follows:  "Third, among the Partners in the Sharing Ratio."
  
            j.   Section 6.02(e) is amended as follows:               
            
                 i.   Subsection (i) is amended to read as follows: "First, if the
            Capital Accounts of all Partners have positive balances greater than
            their respective amounts described in Sections 6.01(d)(i) and (ii)
            hereof, and treating such balances as being reduced by such respective
            amounts for all other purposes of this Section 6.02(e)(i), among the
            Partners in such a manner as will cause their respective positive
            Capital Account balances to be in the Sharing Ratio (as nearly as is
            possible) until the balances are reduced to zero;"
  
                 ii.  Subsection (ii) is deleted.
  
                 iii. Subsection (iii) is renumbered (ii) and amended to read as
            follows:  "Next, to HA until its positive Capital Account balance is
            reduced to zero; and"
  
                 iv.  Subsection (iv) is renumbered (iii) and amended to read as
            follows:   "Last, among the Partners in the Sharing Ratio."
  
            k.   Section 7.04(a) is amended by adding the following sentence at
       the end: "If more than one of the other Partners wishes to purchase such
       interest, they shall be each entitled to purchase a portion of the interest
       in proportion to their Sharing Ratios."
  
            l.   Section 8.02 is amended by changing the names and addresses for
       the giving of notices to the following:
  
                 i.   If to HA at:
  
                      Hudson Associates                   
                      8333 Douglas Avenue, Suite 1330
                      Dallas, Texas 75225
                      Attention: C. Jay Barlow
  
                      with a copy to:
  
                      Lewis T. Sweet, Jr.
                      Sweet & Brousseau
                      2515 McKinney Avenue
                      Suite 800
                      Dallas, Texas 752501
  
                 ii.  if to Horn-Barlow:
  
                      Horn-Barlow Partnership
                      8333 Douglas Avenue, Suite 1330
                      Dallas, Texas'
                      Attention: C. Jay Barlow
  
                      with a copy to:
  
                      Lewis T. Sweet, Jr.
                      Sweet & Brousseau
                      2515 McKinney Avenue McKinney Avenue
                      Suite 800
                      Dallas, Texas 752501
  
                 iii. if to Woodhaven:                   
                      Woodhaven Investors, Inc.
                      181 Maple
                      Stowe, Vermont 05672
                      Attention: Edward D. Herrick
  
       3.   As of December 31, 1994, the Partnership's books contained a
  consulting fee liability for $33,000 payable to an affiliate of Crow-Western
  #7- Tyler Partners, Ltd., a former partner of the Partnership, which liability
  was payable solely from distributions by the Partnership no later than April 1,
  1990.  Because of the applicable statute of limitations, the liability is no
  longer collectible and, accordingly, to the extent the Partnership shall receive
  debt forgiveness with respect to such liability, any income resulting from the
  debt forgiveness shall be allocated 100% to PW.  In addition, as of December 31,
  1994, the Partnership's books contained a "partners' notes" liability in the
  principal amount of $236,987 and $156,753 for accrued interest thereon, which
  liability was payable solely from distributions by the Partnership ("Liability
  One") and (ii) a "partners' notes" liability in the principal amount of $168,350
  and $85,910 for accrued interest thereon, which liability was payable solely
  from distributions by the Partnership ("Liability Two").  PW hereby assumes
  Liability One and Liability Two, to the extent due and payable.  Such assumption
  shall be treated on the books of the Partnership as a contribution to the
  capital of the Partnership.  PW shall hold the Partnership harmless from all
  claims by any party for the payment of the Deferred Debt.
  
       4.   As amended hereby, the Partnership Agreement shall continue in full
  force and effect.     
  
       5.   This First Amendment may be executed in multiple counterparts, all of
  which together shall create one instrument, and it is not necessary that all
  parties execute the same counterpart.
  
       Executed as of the date first above mentioned.
  
                                PAINEWEBBER HUDSON PARTNERS, LTD.,
                                a Texas limited partnership
  
                                By: PaineWebber Growth Properties Two LP, a
                                Delaware limited partnership,
                                General Partner
  
                                By: Second PW Growth Properties, Inc.,
                                General Partner
  
                                By:/s/ Stephen Brady
                                      Stephen Brady
                                      Vice President
  
                                HUDSON ASSOCIATES, LTD.,
                                a Texas limited partnership
  
                                 By:/s/ C. Jay Barlow
                                     C. Jay Barlow, General Partner
                                     
                                 By:/s/ Gerald Horn
                                     Gerald Horn, General Partner
  
  HORN-BARLOW PARTNERSHIP       By WOODHAVEN INVESTORS, INC..
  a Texas general partnership   a Texas Corporation, General Partner
  
  By:/s/ Gerald Horn            By:/s/ Michael H. Monier
  Gerald Horn, General Partner  Michael H. Monier, Vice President
  
  By:/s/ C. Jay Barlow
  C. Jay Barlow, General Partner
  
                              FORM 8-K
  
                           CURRENT REPORT
  
                       PAINE WEBBER GROWTH PROPERTIES TWO LP
  
                             SIGNATURES
                             
  Pursuant to the requirements of the Securities and 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 GROWTH PROPERTIES TWO LP
                                    (Registrant)
  
                           By:/s/ Walter V. Arnold
                             Walter V. Arnold
                             Senior Vice President and
                             Chief Financial Officer
  
  Date:  September 20, 1995