SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                              FORM 10QSB

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




For the quarter ended September 30, 1996     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


One International Place, Boston, MA                             02110
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:        (617) 330-8600


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

<PAGE>

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



                                                                       Three Months Ended,                Nine Months Ended,
                                                                               September 30,               September 30,
                                                                1996               1995            1996              1995
                                                             ------------------------------------------------------------

REVENUES:
<S>                                                          <C>               <C>              <C>               <C>   
Interest income                                              $    -            $    -           $    -            $    -
                                                             ---------         ---------        ---------         ------


EXPENSES:
  Administrative                                             $     628         $    -           $   1,678         $   1,833
  Management fees                                               62,500            62,500          187,500           187,500
  Professional fees                                                800                55            7,800            17,370
                                                             ---------         ---------        ---------         ---------
TOTAL EXPENSES                                                  63,928            62,555          196,978           206,703
                                                             ---------         ---------        ---------         ---------

NET LOSS                                                     $ (63,928)        $ (62,555)       $(196,978)        $(206,703)
                                                             =========         =========        =========         =========

Net Loss allocated to General
  Partners                                                   $  (1,279)        $  (1,251)       $  (3,940)        $  (4,119)
                                                             =========         =========        =========         =========

Net Loss allocated to Limited
  Partners                                                   $ (62,649)        $ (61,304)       $(193,038)        $(201,854)
                                                             =========         =========        =========         =========

Net Loss per Unit of Investor
  Limited Partnership Interest                               $ (113.91)        $ (111.46)       $ (350.98)        $ (367.01)
                                                             =========         =========        =========         =========
</TABLE>


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



<TABLE>
                                      ONE FINANCIAL PLACE LIMITED PARTNERSHIP
                              STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL

                                                     (NOTE 1)


                                                      ASSETS

                                                          September 30,                       December 31,
                                                                1996                             1995
                                                            (Unaudited)                        (Audited)

ASSETS:

<S>                                                          <C>                               <C>       
  Cash                                                       $      18                         $       18
  Investment in Operating
    Partnership, Note 3                                           -                                  -
                                                           -----------                   -------------
                                                           $        18                        $        18
                                                           ===========                        ===========

LIABILITIES:

  Notes and fees payable
    - related parties                                      $ 2,381,064                        $ 2,184,086
                                                           -----------                   ----------------
                                                           $ 2,381,064                        $ 2,184,086
                                                           -----------                   ----------------


CONTINGENCIES AND COMMITMENTS (Note 3)

PARTNERS' CAPITAL (DEFICIT):

  Limited partners, 550 units authorized and
    outstanding                                            $ 1,960,938                        $ 2,153,976
  General partners                                          (4,341,984)                        (4,338,044)
                                                           -----------                        -----------
                                                            (2,381,046)                        (2,184,068)
                                                           -----------                        -----------

                                                           $        18                        $        18
                                                           ===========                        ===========
</TABLE>


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

<PAGE>



<TABLE>
                                      ONE FINANCIAL PLACE LIMITED PARTNERSHIP
                                             STATEMENTS OF CASH FLOWS

                                               (UNAUDITED) (NOTE 1)


                                                                               For the Nine Months Ended
                                                                                      September 30,
                                                                                  1996                1995
                                                                               ----------          -------


Cash flows from operating activities:
<S>                                                                                <C>                 <C>       

    Net loss...........................................................            $(196,978)          $(206,703)
    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 provided (used) by operating
              activities...............................................               (9,478)            (19,203)
                                                                                   ---------           ---------

Cash flows from financing activities:
  Proceeds from related party notes....................................                9,478              19,203
                                                                                   ---------           ---------

    Net cash provided by financing activities..........................                9,478              19,203
                                                                                   ---------           ---------

Net increase (decrease) in cash and
  cash equivalents.....................................................                    0                   0

Cash and cash equivalents, beginning of period.........................                   18                  47
                                                                                   ---------           ---------

Cash and cash equivalents, end of period...............................            $      18           $      47
                                                                                   =========           =========
</TABLE>


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

<PAGE>



                     ONE FINANCIAL PLACE LIMITED PARTNERSHIP
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995


                              (UNAUDITED) (NOTE 1)

<TABLE>

                                                Investor          Special
                                                Limited           Limited       General
                                                Partners          Partner       Partners              Total

<S>               <C> <C>                        <C>                 <C>             <C>                   <C>         
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)
                                                 ==========          =======         ===========           ===========


Balance, December 31, 1994...................    $2,425,631          $(7,809)        $(4,332,659)          $(1,914,837)
Net loss.....................................      (202,548)             (21)             (4,134)             (206,703)
                                                 ----------          -------         -----------           -----------
Balance, September 30, 1995..................    $2,223,083          $(7,830)        $(4,336,793)          $(2,121,540)
                                                 ==========          =======         ===========           ===========
</TABLE>






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

<PAGE>



                     ONE FINANCIAL PLACE LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996

                                   (UNAUDITED)



1.       ACCOUNTING AND FINANCIAL REPORTING POLICIES

         The condensed  financial  statements included herein have been prepared
         by  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 latest annual report on Form 10-K.

         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, 1996.

2.       TAXABLE LOSS

         The Partnership's taxable loss for 1996 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.



<PAGE>




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  Property").  The Partnership has not received
         any  distributions for the past five years and none are expected in the
         foreseeable future if at all.

         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 $193,564 to the Partnership,  of which $1,428 was
         advanced during the third quarter of 1996. 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.

         At  this  time,  however,  it  appears  that  the  original  investment
         objective of capital growth from the inception of the Partnership  will
         not be attained and that Limited  Partners will not receive a return of
         their  invested  capital.  The  extent  to which  invested  capital  is
         refunded to Limited  Partners is dependent upon the  performance of the
         Property and the market in which it is located. The ability to hold and
         operate the  property is  dependent  upon the  Operating  Partnership's
         ability to refinance  the  Property.  However,  given the level of debt
         encumbering  the Property,  it is not likely the Operating  Partnership
         will be able to  refinance  the Property  for an amount  sufficient  to
         retire the debt,  or realize any  proceeds  from a  disposition  of the
         Property. As a result, it is unlikely that the Partnership will receive
         distributions from the New LP or Newco in the foreseeable future.



                            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.





                                    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 14, 1996