<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 June 30, 1998             Commission File Number 0-13441
                      -------------                                    -------



                    ONE FINANCIAL PLACE LIMITED PARTNERSHIP
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       (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)
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<TABLE>
<CAPTION>
                                                                Three Months Ended                Six Months Ended
                                                                     June 30,                          June 30,
                                                               1998             1997             1998             1997
                                                            ---------        ---------        ---------        ---------
<S>                                                         <C>              <C>              <C>              <C>      
EXPENSES:
   Administrative ...................................       $     850        $   1,324        $   1,352        $   1,324
   Management fees ..................................          62,500           62,500          125,000          125,000
   Professional fees ................................          21,423           37,498           31,249           47,476
                                                            ---------        ---------        ---------        ---------
TOTAL EXPENSES ......................................          84,773          101,322          157,601          173,800
                                                            ---------        ---------        ---------        ---------

NET LOSS ............................................       $ (84,773)       $(101,322)       $(157,601)       $(173,800)
                                                            =========        =========        =========        =========

Net Loss allocated to General Partners ..............       $  (1,695)       $  (2,026)       $  (3,152)       $  (3,476)
                                                            =========        =========        =========        =========

Net Loss allocated to Special Limited Partner .......       $      (9)       $     (10)       $     (16)       $     (17)
                                                            =========        =========        =========        =========

Net Loss allocated to Limited Partners ..............       $ (83,069)       $ (99,286)       $(154,433)       $(170,307)
                                                            =========        =========        =========        =========

Net Loss per Unit of Investor Limited
   Partnership Interest .............................       $ (151.03)       $ (180.54)       $ (280.79)       $ (309.68)
                                                            =========        =========        =========        =========
</TABLE>


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

                                      -2-

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ONE FINANCIAL PLACE LIMITED PARTNERSHIP

STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL
(UNAUDITED) (NOTE 1)
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<TABLE>
<CAPTION>
                                                                        June 30,         December 31,
                                                                          1998               1997
                                                                      -----------        -----------
<S>                                                                   <C>                <C>        
ASSETS:

  Cash ........................................................       $        11        $        19
                                                                      -----------        -----------
      TOTAL ASSETS ............................................       $        11        $        19
                                                                      ===========        ===========

LIABILITIES:

  Notes and fees payable - related parties ....................       $ 2,979,684        $ 2,822,091
                                                                      -----------        -----------
      TOTAL LIABILITIES .......................................         2,979,684          2,822,091
                                                                      -----------        -----------


PARTNERS' CAPITAL (DEFICIT):

 Limited partners, 550 units authorized
    and outstanding ...........................................         1,382,191          1,536,632
 Special limited partner ......................................            (7,916)            (7,900)
 General partners .............................................        (4,353,956)        (4,350,804)
                                                                      -----------        -----------
      TOTAL PARTNERS' DEFICIT .................................        (2,979,673)        (2,822,072)
                                                                      -----------        -----------

     TOTAL LIABILITIES AND
     PARTNERS' DEFICIT ........................................       $        11        $        19
                                                                      ===========        ===========
</TABLE>


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

                                      -3-

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ONE FINANCIAL PLACE LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS
(UNAUDITED) (NOTE 1)
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<TABLE>
<CAPTION>
                                                                          For the Six Months Ended
                                                                                  June 30,
                                                                            1998             1997
                                                                         ---------        ---------
<S>                                                                      <C>              <C>       
Cash flows from operating activities:
   Net loss ......................................................       $(157,601)       $(173,800)

   Adjustments to reconcile net loss to net
   cash used by operating activities:

   Increase in related party notes and fees payable ..............         157,593          173,800
                                                                         ---------        ---------

    Net cash used by operating activities ........................              (8)               0
                                                                         ---------        ---------

Net decrease in cash .............................................              (8)               0

Cash, beginning of period ........................................              19               18
                                                                         ---------        ---------

Cash, end of period ..............................................       $      11        $      18
                                                                         =========        =========
</TABLE>


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

                                      -4-

<PAGE>


ONE FINANCIAL PLACE LIMITED PARTNERSHIP

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED) (NOTE 1)
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<TABLE>
<CAPTION>
                                              Investor            Special
                                               Limited            Limited            General
                                              Partners            Partner           Partners             Total
                                             -----------        -----------        -----------        -----------
<S>                                          <C>                <C>                <C>                <C>         
Balance, December 31, 1997 ...........       $ 1,536,632        $    (7,900)       $(4,350,804)       $(2,822,072)
Net loss .............................          (154,433)               (16)            (3,152)          (157,601)
                                             -----------        -----------        -----------        -----------
Balance, June 30, 1998 ...............       $ 1,382,199        $    (7,916)       $(4,353,956)       $(2,979,673)
                                             ===========        ===========        ===========        ===========



Balance, December 31, 1996 ...........       $ 1,856,569        $    (7,867)       $(4,344,274)       $(2,495,572)
Net loss .............................          (170,307)               (17)            (3,476)          (173,800)
                                             -----------        -----------        -----------        -----------
Balance, June 30, 1997 ...............       $ 1,686,262        $    (7,884)       $(4,347,750)       $(2,669,372)
                                             ===========        ===========        ===========        ===========
</TABLE>


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

                                      -5-

<PAGE>


ONE FINANCIAL PLACE LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 (UNAUDITED)
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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 annual report on Form
         10-KSB for the year ended December 31, 1997.

         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, 1998.

2.       TAXABLE LOSS

         The Partnership's taxable loss for 1998 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 not deductible until the year
         of payment for tax purposes.

3.       INVESTMENT IN OPERATING PARTNERSHIP

         The Partnership accounts for its investment in Financial Place 1994
         Limited Partnership ("New LP") and OFP Corporation ("Newco"), who are
         the sole partners of 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 reached 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, if any, from the Operating
         Partnership.

                                     -6-
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ONE FINANCIAL PLACE LIMITED PARTNERSHIP

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS
            OR PLAN OF OPERATION
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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 New LP and
Newco. New LP and Newco are the sole partners of 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 $354,684 to
the Partnership, of which $22,273 was advanced during the second quarter of
1998. 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 June 30, 1998. At June 30, 1998, the amount of
fees payable was $2,625,000. Accordingly, it is highly unlikely that Limited
Partners will receive additional distributions from the Partnership.

Results of Operations

Revenues and expenses remained relatively constant for the six months ended
June 30, 1998 as compared to 1997.

The Operating Partnership's recurring net losses, partners' deficit, limited
availability of additional capital and approaching maturity date of its
mortgage notes payable, note payable - UDAG and bank loan payable, raise
substantial doubt about its ability to continue as a going concern. If the
Operating Partnership is unable to pay amounts due under mortgage notes
payable at the October 1, 1998 due date, the holder of the mortgage notes will
have the right to foreclose on the Operating Partnership's real estate and
related assets. At present, it is not expected that the Operating Partnership
will be able to sell or refinance the property for sufficient value upon the
existing loan's maturity in October 1998. As a result, unless the Partnership
can negotiate an extension or modification of the loan or sell or refinance
the Property, it is likely that the Property will be lost through foreclosure
resulting in a termination of the Partnership. Upon the termination of the
Partnership, the Partners will realize an overall gain, which will approximate
their current negative capital account balances.

The Partnership was created solely for the purposes of acquiring and holding
for investment a general partnership interest in the Operating Partnership and
whereas the primary business of the Operating Partnership is to own and
operate the Project, the potential foreclosure against the underlying office
tower also raises significant doubts about the Partnership's ability to
continue as a going concern.

                                     -7-
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ONE FINANCIAL PLACE LIMITED PARTNERSHIP

PART II-OTHER INFORMATION
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Item 6.  Exhibits and Reports on Form 8-K


          (a)     Exhibits:

                  27.  Financial Data Schedule

          (b)     Reports on Form 8-K:

                  No reports on Form 8-K were filed during the six months
                  ended June 30, 1998.



                                     -8-
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ONE FINANCIAL PLACE LIMITED PARTNERSHIP

SIGNATURES
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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 L. Ashner
                                        --------------------------------
                                        Michael L. Ashner
                                        Chief Executive Officer




DATED:    August 12, 1998


                                     -9-