<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, 1998          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,
                                                           1998                1997               1998                1997
                                                      --------------------------------------------------------------------
<S>                                                 <C>                 <C>                 <C>                   <C>
EXPENSES:
  Administrative................................       $     631            $     485        $       1,983         $      1,809
  Management fees...............................          62,500               62,500              187,500              187,500
  Professional fees.............................          10,146                2,202               41,394               49,678
                                                       ---------            ---------         ------------         ------------
TOTAL EXPENSES..................................          73,277               65,187              230,877              238,987
                                                       ---------            ---------         ------------         ------------


NET LOSS........................................       $ (73,277)           $ (65,187)          $ (230,877)          $ (238,987)
                                                       ==========           ==========          ===========          ===========

Net Loss allocated to General
  Partners......................................       $  (1,466)           $  (1,304)          $   (4,618)          $   (4,780)
                                                       ==========           ==========          ===========          ===========

Net Loss allocated to Special
   Limited Partners.............................       $      (7)           $      (7)          $      (23)          $      (24)
                                                       ==========           ==========          ===========          ===========

Net Loss allocated to Limited
  Partners......................................       $ (71,804)           $ (63,876)          $ (226,236)          $ (234,183)
                                                       ==========           ==========          ===========          ===========

Net Loss per Unit of Investor
  Limited Partnership Interest..................       $ (130.55)           $ (116.14)          $  (411.34)          $  (425.79)
                                                       ==========           ==========          ===========          ===========
</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)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       September 30,             December 31,
                                                                            1998                     1997
                                                                            ----                     ----
<S>                                                                    <C>                       <C>
         ASSETS:

           Cash.................................................           $        11              $        19
                                                                           -----------              -----------

              TOTAL ASSETS.....................................            $        11              $        19
                                                                           ===========              ===========

         LIABILITIES:

           Notes and fees payable
             - related parties..................................           $ 3,052,960              $ 2,822,091
                                                                           -----------              -----------

              TOTAL LIABILITIES.................................             3,052,960                2,822,091



         PARTNERS' CAPITAL (DEFICIT):

           Limited Partners, 550 units
            authorized and outstanding..........................             1,310,396                1,536,632
           Special Limited Partner..............................                (7,923)                  (7,900)
           General Partners.....................................            (4,355,422)              (4,350,804)
                                                                           -----------              -----------

              TOTAL PARTNERS' DEFICIT...........................            (3,052,949)              (2,822,072)
                                                                           -----------              -----------
              TOTAL LIABILITIES AND
                 PARTNERS DEFICIT...............................           $        11              $        19
                                                                           ===========              ===========

</TABLE>

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


                                       3
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ONE FINANCIAL PLACE LIMITED PARTNERSHIP

STATEMENT OF CASH FLOWS
(UNAUDITED)  (NOTE 1)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   For the Nine Months Ended
                                                                                         September 30,
                                                                                1998                      1997
                                                                                ----                      ----
<S>                                                                          <C>                         <C>
         Cash flows from operating activities:
         Net loss ...............................................            $(230,877)                  $(238,987)

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

         Increase in related party notes
            and fees payable.....................................              230,869                     238,987
                                                                             ----------                 ----------

         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
                       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, 1998 AND 1997
(UNAUDITED)  (NOTE 1)
--------------------------------------------------------------------------------


<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                                      (226,236)            (23)             (4,618)             (230,877)
                                                 -----------     ------------    ----------------        --------------
      Balance, September 30, 1998                 $1,310,396        $ (7,923)        $(4,355,422)          $(3,052,949)
                                                  ==========        =========        ============          ============


      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)
                                                  ==========         ========        ============          ============

</TABLE>


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



                                       5
<PAGE>

ONE FINANCIAL PLACE LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
 (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. The balance sheet at
         December 31, 1997 was derived from audited financial statements at such
         date. 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 as of and 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 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, if any, from the Operating
         Partnership.


                                       6
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ONE FINANCIAL PLACE LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
 (UNAUDITED)
--------------------------------------------------------------------------------


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 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 Partnership,
         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 $365,460 to the Partnership, of which $10,776 was
         advanced during the third 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 September 30, 1998. At September 30, 1998, the
         amount of fees payable was $2,687,500. Accordingly, it is highly
         unlikely that Limited Partners will receive additional distributions
         from the Partnership.

         The Partnership is dependent upon the management agents of the
         Operating Partnership for management and administrative services. The
         management agents of the Operating Partnership are at various stages of
         completing an assessment of their computer systems. These Year 2000
         costs, if any, are the responsibility of the individual management
         agents. The Partnership does not expect that it will incur any material
         costs associated with, or be materially affected by, the Year 2000
         Issue.

         Results of Operations

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


                                       7
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ONE FINANCIAL PLACE LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(UNAUDITED)
--------------------------------------------------------------------------------

         Pending Foreclosure

         After extensive negotiations, in 1995 a Plan of Reorganization for the
         Operating Partnership (the "Plan") became effective. Pursuant to the
         Plan, Travelers, the property's first mortgage lender, agreed to (i)
         defer collection of an aggregate amount of approximately $16,800,000,
         (ii) reduce current debt service by an aggregate amount of
         approximately $16,800,000 thereafter, (iii) extend the maturity date of
         the Travelers debt by three years to October 1, 1998 with reduced
         current debt service through such date and (iv) not require the
         Operating Partnership to contribute any additional funds. In exchange
         for these concessions, the Operating Partnership agreed to give
         Travelers greater control over the property and its operations. In
         addition, Travelers required that the Operating Partnership place in
         escrow a deed conveying the Property to Travelers in the event of
         default. As a protection against any possible interference with
         operation of this escrow, Travelers required that Winthrop, the
         Development partners and certain of their affiliates agree, through
         "Guaranties," not to take any action and not to permit the Operating
         Partnership and OFP to take any action to prevent Travelers from taking
         ownership of the property if there is such a default.

         In addition to the Travelers debt, which has a total original principal
         balance of $173,700,000 and a balance at September 30, 1998 of
         $222,200,000, One Financial Place is encumbered by a loan payable to
         the City of Chicago ("UDAG Loan") with an outstanding balance at
         September 30, 1998 of $6,700,000 and a line of credit from The Northern
         Trust Company with an outstanding balance at September 30, 1998 of
         $2,400,000.

         On October 1, 1998 the Operating Partnership defaulted on all of its
         debt. Travelers has opted not to record the deeds immediately but has
         instead elected to take the property through the foreclosure process.
         As a result, it is expected that the property will be held through
         January 1999, thereby deferring the partners' tax liability for one
         year. A 1999 disposition of the property will trigger taxable income of
         approximately $250,000 per limited partner unit.


                                       8
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ONE FINANCIAL PLACE LIMITED PARTNERSHIP

PART II - OTHER INFORMATION
--------------------------------------------------------------------------------


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 nine months ended
September 30, 1998.


                                       9
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ONE FINANCIAL PLACE LIMITED PARTNERSHIP

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.

                                        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:    November 13, 1998