<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 March 31, 1997             Commission File Number 0-13441

                     ONE FINANCIAL PLACE LIMITED PARTNERSHIP
             (Exact name of registrant 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 ___


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                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

                     ONE FINANCIAL PLACE LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
                              (UNAUDITED) (NOTE 1)
<TABLE>
<CAPTION>
                                                                         Three Months Ended,
                                                                              March 31,

                                                                     1997                  1996
                                                                     ----                  ----
<S>                                                        <C>                  <C>
REVENUES:

   Interest income                                               $         0           $         0
                                                                 -----------           -----------

EXPENSES:

   Management Fees                                                    62,500                62,500
   Professional Fees                                                   9,978                   250
                                                                 -----------           -----------
      TOTAL EXPENSES                                                  72,478                62,750
                                                                 -----------           -----------

      NET LOSS                                                   $   (72,478)          $   (62,750)
                                                                 ===========           ===========

Net Loss allocated to General Partners                           $    (1,450)          $    (1,255)
                                                                 ===========           ===========

Net Loss allocated to Limited Partners                           $   (71,028)          $   (61,495)
                                                                 ===========           ===========

Net Loss per Unit of Investor Limited
   Partnership Interest                                          $   (129.14)          $   (111.81)
                                                                 ===========           ===========
</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>

                                                                     March 31,           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                   $ 2,568,068          $ 2,495,590
                                                                     -----------          -----------
                                                                     $ 2,568,068          $ 2,495,590
                                                                     -----------          -----------



       PARTNERS' CAPITAL (DEFICIT):

          Limited partners, 550 units authorized
              and outstanding                                        $ 1,777,674          $ 1,848,702
          General partners                                            (4,345,724)          (4,344,274)
                                                                     -----------          -----------
                                                                      (2,568,050)          (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 Three Months Ended
                                                                                     March 31,

                                                                           1997                      1996
                                                                           ----                      ----
<S>                                                                     <C>                      <C>   

         Cash flows from operating activities:

            Net loss                                                      $ (72,478)              $ (62,750)
            Adjustments to reconcile net loss to net
                cash provided by operating activities:

                Increase in related party notes
                    and fees payable                                         72,478                   62,750
                                                                          ---------               ----------
                Net cash provided by operating activities                         0                        0
                                                                          ---------               ----------
         Net increase in cash                                                     0                        0

         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 THREE MONTHS ENDED MARCH 31, 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                                       (71,021)            (7)               (1,450)             (72,478)
                                                 -----------       --------          ------------         ------------
      Balance, March 31, 1997                    $ 1,785,548       $ (7,874)         $ (4,345,724)        $ (2,568,050)
                                                 ===========       =========         =============        =============


      Balance, December 31, 1995                 $ 2,161,812       $ (7,836)         $ (4,338,044)        $ (2,184,068)
      Net loss                                       (61,489)            (6)               (1,255)             (62,750)
                                                 ------------     ---------          ------------         ------------
      Balance, March 31, 1996                    $ 2,100,323       $ (7,842)         $ (4,339,299)        $ (2,246,818)
                                                 ===========       =========         =============        =============
</TABLE>

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

                                     -5-

<PAGE>
                     ONE FINANCIAL PLACE LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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 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-

<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.

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
none are expected in the foreseeable future. This is based on the current
commercial real estate market in Chicago and the current status with the
mortgage lenders.

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 $255,568 to the Partnership,
of which $9,978 was advanced during the first 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 the General
Partner of $250,000 per year continued to accrue during the period ending March
31, 1997. At March 31, 1997, the amount accrued was $2,312,500.

                                     -7-
<PAGE>

Part II - Other Information

Item 6.    Exhibits and Reports on Form 8-K.

            (a)  Exhibit 27

                  Financial Data

            (b)  Reports on Form 8-K:

                   No reports on Form 8-K were filed during the three months
ended March 31, 1997.

                                     -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
                                                        (Registrant)

                                         By:     Winthrop Financial Co., Inc.
                                                 One if its General Partners

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

                                         By:     /s/ Michael L. Ashner
                                                 Michael L. Ashner
                                                 Chief Executive Officer

DATED:   May 14, 1997

                                     -9-