<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, 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)

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>

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

<TABLE>
<CAPTION>
                                       Three Months Ended             Six Months Ended
                                            June 30,                      June 30,
                                       1997           1996           1997           1996
                                    ---------      ---------      ---------      ---------
<S>                                 <C>            <C>            <C>            <C>      
EXPENSES:
   Administrative                   $   1,324      $   1,050      $   1,324      $   1,050
   Management fees                     62,500         62,500        125,000        125,000
   Professional fees                   37,498          6,750         47,476          7,000
                                    ---------      ---------      ---------      ---------
TOTAL EXPENSES                        101,322         70,300        173,800        133,050
                                    ---------      ---------      ---------      ---------
NET LOSS                            $(101,322)     $ (70,300)     $(173,800)     $(133,050)
                                    ---------      ---------      ---------      ---------

Net Loss allocated to General
   Partners                         $  (2,026)     $  (1,406)     $  (3,476)     $  (2,661)
                                    =========      =========      =========      =========
Net Loss allocated to Limited
   Partners                         $ (99,296)     $ (68,894)     $(170,324)     $(130,389)
                                    =========      =========      =========      =========
Net Loss per Unit of Investor
   Limited Partnership Interest     $ (180.54)     $ (125.26)     $ (309.68)     $ (237.07)
                                    =========      =========      =========      =========
</TABLE>

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

                                       -2-

<PAGE>

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

                                    (NOTE 1)

                                     ASSETS

<TABLE>
<CAPTION>
                                                  June 30,       December 31,
                                                    1997             1996
                                                (Unaudited)       (Audited)
                                                -----------      -----------
<S>                                             <C>              <C>        
ASSETS:

  Cash                                          $        18      $        18
  Investment in Operating
    Partnership, Note 3                                  --               --
                                                -----------      -----------
                                                $        18      $        18
                                                ===========      ===========
LIABILITIES:

  Notes and fees payable
    related parties                             $ 2,669,390      $ 2,495,590
                                                -----------      -----------
                                                $ 2,669,390      $ 2,495,590
                                                -----------      -----------

PARTNERS' CAPITAL (DEFICIT):

 Limited partners, 550 units authorized and
    outstanding                                 $ 1,678,378      $ 1,848,702
 General partners                                (4,347,750)      (4,344,274)
                                                -----------      -----------
                                                 (2,669,372)      (2,495,572)
                                                -----------      -----------

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

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

                                       -3-

<PAGE>

                     ONE FINANCIAL PLACE LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS

                              (UNAUDITED) (NOTE 1)

<TABLE>
<CAPTION>
                                              For the Six Months Ended
                                                      June 30,

                                                 1997           1996
                                              ---------      ---------
<S>                                           <C>            <C>       
Cash flows from operating activities:
Net loss                                      $(173,800)     $(133,050)

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

Changes in assets and liabilities:
   Increase in fees payable                     125,000        125,000
                                              ---------      ---------
    Net cash used by operating activities       (48,800)        (8,050)
                                              ---------      ---------

Cash flows from financing activities:
  Proceeds from related party notes              48,800          8,050
                                              ---------      ---------

Net cash provided by financing activities        48,800          8,050
                                              ---------      ---------

Net increase in cash                                 --             --

Cash, beginning of period                            18             18
                                              ---------      ---------

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

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

                                       -4-

<PAGE>

                     ONE FINANCIAL PLACE LIMITED PARTNERSHIP
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                 FOR THE SIX MONTHS ENDED JUNE 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                          (170,307)             (17)          (3,476)        (173,800)
                               -----------      -----------      -----------      -----------
Balance, June 30, 1997         $ 1,686,262      $    (7,884)     $(4,347,750)     $(2,669,372)
                               ===========      ===========      ===========      ===========

Balance, December 31, 1995     $ 2,161,812      $    (7,836)     $(4,338,044)     $(2,184,068)
Net loss                          (130,376)             (13)          (2,661)        (133,050)
                               -----------      -----------      -----------      -----------
Balance, June 30, 1996         $ 2,031,436      $    (7,849)     $(4,340,705)     $(2,317,118)
                               ===========      ===========      ===========      ===========
</TABLE>

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

                                       -5-

<PAGE>
                     ONE FINANCIAL PLACE LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1997

                                   (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-KSB.

         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 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.

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<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 Limited Partnership ("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 $294,390 to the Partnership,
of which $38,822 was advanced during the second quarter of 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 June
30, 1997. At June 30, 1997, the amount of fees payable was $2,375,000.


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<PAGE>

                            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

<PAGE>

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

DATED:  August 11, 1997


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