<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 1997          Commission File Number 0-13441


                         ONE FINANCIAL PLACE LIMITED PARTNERSHIP 
      (Exact name of small business issuer as specified in its charter)

        Illinois                                      04-2807084
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


Five Cambridge Center, Cambridge, MA                   02142
(Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code:           (617) 234-3000



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   / /

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                   ONE FINANCIAL PLACE LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
                             (UNAUDITED) (NOTE 1)

<TABLE>
<CAPTION>
                                                              Three Months Ended,                    Nine Months Ended,
                                                                 September 30,                          September 30,
                                                           1997                1996               1997               1996
                                                      -------------------------------------------------------------------
<S>                                                   <C>                <C>                   <C>                  <C>
EXPENSES:

  Administrative                                        $    485             $    628            $   1,809            $   1,678
  Management fees                                         62,500               62,500              187,500              187,500
  Professional fees                                        2,202                  800               49,678                7,800
                                                        --------             --------            ---------            ---------

TOTAL EXPENSES                                            65,187               63,928              238,987              196,978
                                                        --------             --------            ---------            ---------

NET LOSS                                                $(65,187)            $(63,928)           $(238,987)           $(196,978)
                                                        ========             ========            =========            =========

Net Loss allocated to General
  Partners                                              $ (1,304)            $ (1,279)           $  (4,780)           $  (3,940)
                                                        ========             ========            =========            =========

Net Loss allocated to Limited
  Partners                                              $(63,883)            $(62,649)           $(234,207)           $(193,038)
                                                        ========             ========            =========            =========

Net Loss per Unit of Investor
  Limited Partnership Interest                          $(116.15)            $(113.91)           $ (425.83)           $ (350.98)
                                                        =========            =========           ==========           ==========
</TABLE>
                    The accompanying notes are an integral
               part of these consolidated financial statements.

                                      2


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                   ONE FINANCIAL PLACE LIMITED PARTNERSHIP
           STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
                             (UNAUDITED) (NOTE 1)

                                    ASSETS

                                    September 30,        December 31,
                                        1997                 1996
                                    -------------        ------------
ASSETS:

  Cash                               $        18          $        18
  Investment in Operating        
    Partnership, Note 3                       --                   --
                                     -----------          -----------
                                     $        18          $        18
                                     ===========          ===========
                                 
LIABILITIES:                     
                                 
  Notes and fees payable         
    - related parties                $ 2,734,577          $ 2,495,590
                                     -----------          -----------

                                     $ 2,734,577          $ 2,495,590
                                     -----------          -----------

PARTNERS' CAPITAL (DEFICIT):     
                                 
  Limited Partners, 550 units    
    authorized and outstanding       $ 1,614,495          $ 1,848,702
  General Partners                    (4,349,054)          (4,344,274)
                                     -----------          -----------
                                      (2,734,559)          (2,495,572)
                                     -----------          -----------
                                     $        18          $        18
                                     ===========          ===========

                    The accompanying notes are an integral
               part of these consolidated financial statements.

                                      3

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                   ONE FINANCIAL PLACE LIMITED PARTNERSHIP
                           STATEMENTS OF CASH FLOWS
                             (UNAUDITED) (NOTE 1)

                                                     For the Nine Months Ended
                                                           September 30,
                                                       1997             1996
                                                       ----             ----
Cash flows from operating activities:

Net loss                                             $(238,987)      $(196,978)
Adjustments to reconcile net loss to net        
 cash used by operating activities:             
Changes in assets and liabilities:              
                                                
   Increase in fees payable                            187,500         187,500
                                                     ---------       ---------
                                                
    Net cash used by operating                  
     activities                                        (51,487)         (9,478)
                                                     ---------       ---------
                                                
Cash flows from financing activities:           
  Proceeds from related party notes                     51,487           9,478
                                                     ---------       ---------
                                                
     Net cash provided by financing activities          51,487           9,478
                                                     ---------       ---------
                                                
Net increase in cash and cash equivalents                    0               0
                                                
Cash, beginning of period                                   18              18
                                                     ---------       ---------
                                                
Cash, end of period                                  $      18       $      18
                                                     =========       =========

                    The accompanying notes are an integral
               part of these consolidated financial statements.

                                      4

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                   ONE FINANCIAL PLACE LIMITED PARTNERSHIP
                  STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

                             (UNAUDITED) (NOTE 1)

<TABLE>
<CAPTION>
                                Investor     Special
                                Limited      Limited       General
                                Partners     Partner      Partners          Total
                                --------     -------      --------          -----
<S>                            <C>           <C>         <C>              <C>
Balance, December 31, 1996     $1,856,569    $(7,867)    $(4,344,274)     $(2,495,572)
Net loss                         (234,183)       (24)         (4,780)        (238,987)
                               ----------    -------     -----------      -----------
Balance, September 30, 1997    $1,622,386    $(7,891)    $(4,349,054)     $(2,734,559)
                               ==========    =======     ===========      ===========
                               
Balance, December 31, 1995     $2,161,812    $(7,836)    $(4,338,044)     $(2,184,068)
Net loss                         (193,017)       (21)         (3,940)        (196,978)
                               ----------    -------     -----------      -----------
Balance, September 30, 1996    $1,968,795    $(7,857)    $(4,341,984)     $(2,381,046)
                               ==========    =======     ===========      ===========

</TABLE>
                    The accompanying notes are an integral
               part of these consolidated financial statements.
 
                                      5

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                   ONE FINANCIAL PLACE LIMITED PARTNERSHIP
                        NOTES TO FINANCIAL STATEMENTS
                              SEPTEMBER 30, 1997

                                 (UNAUDITED)

1.       ACCOUNTING AND FINANCIAL REPORTING POLICIES

         The condensed financial statements included herein have been prepared
         by One Financial Place Limited Partnership (the "Partnership"), without
         audit, pursuant to the rules and regulations of the Securities and
         Exchange Commission. The Partnership's accounting and financial
         reporting policies are in conformity with generally accepted accounting
         principles and include all adjustments in interim periods considered
         necessary for a fair presentation of the results of operations. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to such rules and
         regulations. It is suggested that these condensed financial statements
         be read in conjunction with the financial statements and the notes
         thereto included in the Partnership's annual report on Form 10-KSB for
         the year ended December 31, 1996.

         The accompanying financial statements reflect the Partnership's results
         of operations for an interim period and are not necessarily indicative
         of the results of operations for the year ending December 31, 1997.

2.       TAXABLE LOSS

         The Partnership's taxable loss for 1997 is expected to differ from that
         for financial reporting purposes primarily due to accounting
         differences in the recognition of depreciation incurred by the
         Operating Partnership and differences in the recognition of expenses
         accrued and payable to related parties (who are unaffiliated with the
         general partner) not deductible until the year of payment for tax
         purposes.

3.       INVESTMENT IN OPERATING PARTNERSHIP

         The Partnership accounts for its investment in One Financial Place
         Partnership (the "Operating Partnership") using the equity method of
         accounting. Under the equity method of accounting, the initial
         investment is recorded at cost, increased or decreased by the
         Partnership's share of income or losses, and decreased by
         distributions. Equity in the loss of the Operating Partnership is no
         longer recognized once the investment balance reaches zero.

         The loss from the Operating Partnership, not recognized since the
         investment balance reached zero, will be offset against the
         Partnership's share of future income from the Operating Partnership.

                                      6


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         Item 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS
                                     OR PLAN OF OPERATION

         This Item should be read in conjunction with the financial statements
         and other items contained elsewhere in the report.

         LIQUIDITY AND CAPITAL RESOURCES

         The Partnership's primary source of liquidity is distributions from
         Financial Place 1994 ("New LP") and OFP Corporation ("Newco"). New LP
         and Newco are the sole partners of One Financial Place Partnership (the
         "Operating Partnership"). The Operating Partnership owns and operates a
         39 story office building and a three-story trading annex located in
         Chicago, Illinois. The Partnership has not received any distributions
         for the past five years, and based on the current commercial real
         estate market in Chicago and the current status with the mortgage
         lenders, none are expected in the foreseeable future.

         The Partnership requires cash to pay operating expenses associated with
         reporting to its Limited Partners, including audit, printing and
         mailing costs. Although there is no requirement to do so, Winthrop
         Financial Co., Inc. ("Winthrop"), a general partner of the Registrant,
         has made loans to the Partnership since 1991 to cover the cost of these
         operating expenses. There can be no assurance, however, that Winthrop
         will continue to fund the Partnership's operating deficits. To date,
         Winthrop has advanced $297,077 to the Partnership, of which $51,487 was
         advanced during the nine months ended September 30, 1997. These loans
         are non-interest bearing and are to be repaid out of cash
         distributions, if any, which the Partnership receives from Newco or New
         LP. The loans are to be repaid prior to the Partnership making any cash
         distributions to its Limited Partners. In addition, an investor service
         fee payable to an affiliate of a general partner of $250,000 per year
         continued to accrue during the period ending September 30, 1997. At
         September 30, 1997, the amount of fees payable was $2,437,500.

                                      7

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                          PART II-OTHER INFORMATION


         Item 6.            EXHIBITS AND REPORTS ON FORM 8-K

         A.  Exhibits

             Exhibit 27 - Financial Data Schedule

         B.  Reports on Form 8-K

             No Report on Form 8-K was required to be filed during the period.


                                      8

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                                  SIGNATURE

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.

                                  ONE FINANCIAL PLACE LIMITED PARTNERSHIP
                                  (Partnership)

                                  By:  Winthrop Financial Co., Inc.
                                       A General Partner

                                              By: /s/ Edward V. Williams
                                                  ---------------------------
                                                      Edward V. Williams
                                                      Chief Financial Officer

                                              By: /s/ Michael Ashner
                                                  ----------------------------
                                                      Michael Ashner
                                                      Chief Executive Officer

DATED:  November 12, 1997