<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 Quarter Ended March 31, 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               (IRS 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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                        PART 1 - FINANCIAL INFORMATION
                         ITEM 1 - FINANCIAL STATEMENTS

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


                                                         Three Months Ended
                                                              March 31,
                                                       ----------------------
                                                         1998           1997
                                                       --------      --------
EXPENSES:
     Management fees .............................     $ 62,500      $ 62,500
     Professional fees ...........................        9,826         9,978
     General and administrative ..................          502          --
                                                       --------      --------
         TOTAL EXPENSES ..........................       72,828        72,478
                                                       --------      --------

         NET LOSS ................................     $(72,828)     $(72,478)
                                                       ========      ========

Net Loss allocated to General Partners ...........     $ (1,457)     $ (1,450)
                                                       ========      ========

Net Loss allocated to Special Limited Partner ....     $     (7)     $     (7)
                                                       ========      ========

Net Loss allocated to Limited Partners ...........     $(71,364)     $(71,021)
                                                       ========      ========

Net Loss per Unit of Investor Limited
     Partnership Interest ........................     $(129.77)     $(129.14)
                                                       ========      ========


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


                                      2

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

                             (UNAUDITED) (NOTE 1)

                                    ASSETS

                                                     March 31,    December 31,
                                                       1998            1997
                                                   -----------    -----------
ASSETS:

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

LIABILITIES:

     Notes and fees payable - related parties ..   $ 2,894,911    $ 2,822,091
                                                   -----------    -----------
         Total Liabilities .....................     2,894,911      2,822,091
                                                   -----------    -----------


PARTNERS' CAPITAL (DEFICIT):

   Limited partners, 550 units authorized
      and outstanding ..........................     1,465,268      1,536,632
   Special limited partner .....................        (7,907)        (7,900)
   General partners ............................    (4,352,261)    (4,350,804)
                                                   -----------    -----------
      Total Partners' Deficit ..................    (2,894,900)    (2,822,072)
                                                   -----------    -----------

TOTAL LIABILITIES AND
   PARTNERS' DEFICIT ...........................   $        11    $        19
                                                   ===========    ===========


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


                                      3

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                    ONE FINANCIAL PLACE LIMITED PARTNERSHIP
                           STATEMENTS OF CASH FLOWS

                             (UNAUDITED) (NOTE 1)

                                                      For the Three Months Ended
                                                               March 31,
                                                        ---------------------
                                                           1998         1997
                                                        --------     --------
Cash flows from operating activities:
     Net loss ......................................    $(72,828)    $(72,478)
     Adjustments to reconcile net loss to net
         cash used in operating activities:

         Increase in related party notes
              and fees payable .....................      72,820       72,478
                                                        --------     --------

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

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

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

Cash, end of period ................................    $     11     $     18
                                                        ========     ========



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' DEFICIT
              FOR THE THREE MONTHS ENDED MARCH 31, 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 .................       (71,364)            (7)        (1,457)       (72,828)
                             -----------    -----------    -----------    -----------

Balance, March 31, 1998 ..   $ 1,465,268    $    (7,907)   $(4,352,261)   $(2,894,900)
                             ===========    ===========    ===========    ===========



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)
                             ===========    ===========    ===========    ===========
</TABLE>

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


                                      5

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                    ONE FINANCIAL PLACE LIMITED PARTNERSHIP
                         NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 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. 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 PARTNERSHIPS

     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 from the Operating Partnership.

                                      6

<PAGE>

Item 6.
                     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 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 $332,411 to
the Partnership, of which $10,320 was advanced during the first 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 prepaid 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, 1998. At March 31, 1998, the amount of fees
payable was $2,562,500.

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.

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


<PAGE>

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 three months
                  ended March 31, 1998.



                                      8
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                                   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.
                               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:  May 13, 1998


                                      9