10-Q/A

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549
                                   FORM 10-Q/A


    X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 1995

                                       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:  0-17146


               PAINE WEBBER QUALIFIED PLAN PROPERTY FUND TWO, LP
             (Exact name of registrant as specified in its charter)


               Delaware                                   04-2752249
(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       .

This 10-Q/A is being filed due to a flawed financial data schedule in
the original submission dated April 13, 1995 (accession number: 0000700913-95
- - -000002.

                                  Page 1 of 3
            PAINE WEBBER QUALIFIED PLAN PROPERTY FUND TWO, LP

                                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 QUALIFIED PLAN PROPERTY
                                    FUND TWO, LP


                        By:  SECOND QUALIFIED PROPERTIES, INC.
                                 Managing General Partner





                         By:  /s/ Walter V. Arnold
                            Walter V. Arnold
                            Senior Vice President and Chief
                            Financial Officer




Dated:  April 20, 1995

EX-27

 

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Partnership's interim financial statements for the six months ended February 28,
1995 and is qualified in its entirety by reference to such financial statements.

       
                             
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          AUG-31-1995
<PERIOD-END>                               FEB-28-1995
<CASH>                                       1,443,947
<SECURITIES>                                         0
<RECEIVABLES>                               10,321,561
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,588,351
<PP&E>                                      13,373,334
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              25,144,057
<CURRENT-LIABILITIES>                          249,759
<BONDS>                                      1,250,780
<COMMON>                                             0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                  23,643,518
<TOTAL-LIABILITY-AND-EQUITY>                25,144,057
<SALES>                                              0
<TOTAL-REVENUES>                               930,694
<CGS>                                                0
<TOTAL-COSTS>                                  427,099
<OTHER-EXPENSES>                               442,911
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 60,684
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             60,684
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    60,684
<EPS-PRIMARY>                                     1.66
<EPS-DILUTED>                                     1.66