SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

(Mark One)

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   X   EXCHANGE ACT OF 1934.
------
       For the quarterly period ended  October 31, 1997
                                      ------------------


       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.
------
       For the transition period from _______ to _______


Commission file number: 1-9597
                               --------


                            OPPENHEIMER CAPITAL, L.P.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                                        13-3412614
-------------------------------                      --------------------
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)


800 NEWPORT CENTER DRIVE, SUITE 100
NEWPORT BEACH, CALIFORNIA                                   92660
-------------------------------------------             ------------
(Address of principal executive office)                  (Zip Code)


                                 (714) 717-7022
               ---------------------------------------------------
               (Registrant's telephone number including area code)

                                 NOT APPLICABLE
      --------------------------------------------------------------------
      (Former name, address and fiscal year, if changed since last report)


       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
    -----      -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:


       The issuer is a Limited Partnership.  There were  25,776,615  Units of
limited partnership interest outstanding at December 15, 1997.


<PAGE>





                            OPPENHEIMER CAPITAL, L.P.

                                      INDEX



                                                                         PAGE

PART I -          FINANCIAL INFORMATION

      ITEM I.     FINANCIAL STATEMENTS

                  OPPENHEIMER CAPITAL, L.P.
                  STATEMENTS OF FINANCIAL CONDITION                        3

                  OPPENHEIMER CAPITAL, L.P.
                  STATEMENTS OF INCOME                                     4

                  OPPENHEIMER CAPITAL, L.P.
                  STATEMENTS OF CASH FLOWS                                 5

                  OPPENHEIMER CAPITAL, L.P.
                  NOTES TO THE FINANCIAL STATEMENTS                        6

                  OPPENHEIMER CAPITAL
                  CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION           9

                  OPPENHEIMER CAPITAL
                  CONSOLIDATED STATEMENTS OF INCOME                       10

                  OPPENHEIMER CAPITAL
                  CONSOLIDATED STATEMENTS OF CASH FLOWS                   11

                  OPPENHEIMER CAPITAL
                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS          12


      ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS                     14


PART II -         OTHER INFORMATION                                       19


                  SIGNATURES                                              20











                                      - 2 -
<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                        STATEMENTS OF FINANCIAL CONDITION

                                 (In Thousands)

<TABLE>
<CAPTION>


                                                                At October 31, 1997            At April 30, 1997
                                                             -----------------------         --------------------
                                     ASSETS
<S>                                                            <C>                             <C>
Cash and short-term investments                                $               123             $              91

Investment in Oppenheimer Capital                                           26,914                        26,796

Distribution receivable (Note 3)                                            22,702                        17,090

10% Note due 2012 from Oppenheimer Equities, Inc.                           32,193                        32,193

Interest receivable                                                            538                           538

Other assets                                                                   140                           136

Goodwill, net                                                               38,001                        39,305
                                                             -----------------------         --------------------
     TOTAL ASSETS                                              $           120,611             $         116,149
                                                             =======================         ====================

<CAPTION>


                        LIABILITIES AND PARTNERS' CAPITAL

<S>                                                            <C>                             <C>
Distribution payable to partners                               $            23,542             $          17,858
                                                             -----------------------         --------------------
     TOTAL LIABILITIES                                                      23,542                        17,858
                                                             -----------------------         --------------------

General partner's capital                                                      984                           996

Limited partners' capital;  25,776,615 and 25,673,889
  Units outstanding, respectively                                           96,085                        97,295
                                                             -----------------------         --------------------
     TOTAL PARTNERS' CAPITAL                                                97,069                        98,291
                                                             -----------------------         --------------------
     TOTAL LIABILITIES AND
        PARTNERS' CAPITAL                                      $           120,611             $         116,149
                                                             =======================         ====================

</TABLE>



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

                                      - 3 -

<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                              STATEMENTS OF INCOME

                   (In Thousands, except for per unit amounts)

<TABLE>
<CAPTION>
                                                                Three Months Ended             Six Months Ended
                                                                   October 31,                    October 31,
                                                            -------------------------     -------------------------
                                                                1997          1996            1997          1996
                                                            -----------   -----------     -----------   -----------
<S>                                                         <C>           <C>             <C>           <C>    
REVENUES

Equity in earnings of Oppenheimer Capital:

   Operating earnings                                       $   16,212    $   12,495      $   32,175    $   23,963

   Gain on Dual Purpose sale (Note 6)                                -             -           2,809             -
                                                            -----------   -----------     -----------   -----------
     Total equity in earnings of Oppenheimer Capital            16,212        12,495          34,984        23,963

Interest                                                           813           813           1,626         1,625
                                                            -----------   -----------     -----------   -----------
     TOTAL REVENUES                                             17,025        13,308          36,610        25,588
                                                            -----------   -----------     -----------   -----------

EXPENSES

Amortization of goodwill                                           652           652           1,304         1,304

Other expenses (Note 4)                                             33            34              66            67
                                                            -----------   -----------     -----------   -----------
TOTAL EXPENSES                                                     685           686           1,370         1,371
                                                            -----------   -----------     -----------   -----------
NET INCOME                                                  $   16,340    $   12,622      $   35,240    $   24,217
                                                            ===========   ===========     ===========   ===========
NET INCOME PER UNIT (NOTES 2, 5 and 6)                      $      .63    $      .49      $     1.35    $      .93
                                                            ===========   ===========     ===========   ===========
DISTRIBUTIONS DECLARED PER UNIT                             $      .90    $      .45      $     1.47    $      .84
                                                            ===========   ===========     ===========   ===========



</TABLE>










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

                                      - 4 -

<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                            STATEMENTS OF CASH FLOWS

                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                         Six Months Ended
                                                                                            October 31,
                                                                                  ------------------------------
                                                                                       1997            1996
                                                                                  --------------  --------------
<S>                                                                                <C>             <C> 
Cash flows from operating activities
Net income                                                                         $    35,240     $    24,217
Adjustments to reconcile net income to net cash provided
    by operating activities:
   Distributions received (less than) the equity in
    earnings of Oppenheimer Capital                                                     (3,844)         (2,698)
   Amortization of goodwill                                                              1,304           1,304
   (Increase) in other assets                                                               (4)             (4)
                                                                                  --------------  --------------
Net cash provided by operating activities                                               32,696          22,819
                                                                                  --------------  --------------
Cash flows from investing activities
Capital contributions to Oppenheimer Capital                                              (751)           (380)
                                                                                  --------------  --------------
Cash flows from financing activities Distributions to partners:
   General partner                                                                        (327)           (228)
   Limited partners                                                                    (32,337)        (22,571)
Issuance of limited partnership units on exercise of
   restricted options                                                                      751             380
                                                                                  --------------  --------------
Net cash (used in) financing activities                                                (31,913)        (22,419)
                                                                                  --------------  --------------
Net increase in cash and short term investments                                             32              20

Cash and short term investments at beginning of period                                      91              35
                                                                                  --------------  --------------
Cash and short term investments at end of period                                   $       123     $        55
                                                                                  ==============  ==============
Supplemental disclosure of cash flow information:

New York City unincorporated business tax paid                                     $        70     $        71
                                                                                  ==============  ==============


</TABLE>





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

                                      - 5 -

<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                        NOTES TO THE FINANCIAL STATEMENTS



1.      Organization:

        Oppenheimer  Capital,  L.P.  (the  "Partnership")  is a publicly  traded
limited partnership owned 1% by its general partner, Oppenheimer Financial Corp.
("Opfin"),  and  99%  by  its  public  limited  partners  ("Unitholders").   The
Partnership's  sole business is its holding of a 67.6%  interest in  Oppenheimer
Capital (the "Operating  Partnership"),  a registered investment adviser.  Opfin
holds the remaining 32.4% interest in the Operating  Partnership.  The Operating
Partnership  is  part of an  affiliated  group  of  companies  operating  in the
financial services industry.  The financial statements of the Partnership should
be read  in  conjunction  with  the  consolidated  financial  statements  of the
Operating Partnership. (See Note 7)

2.      Basis of Presentation:

        The interim  financial  information in this report has not been audited.
The  financial  statements  should  be read in  conjunction  with the  financial
statements  included in the Partnership's  1997 Annual Report. In the opinion of
management,  all adjustments  (which include only normal recurring  adjustments)
necessary to present fairly the financial position and results of operations for
all periods  presented have been made. The results of operations for any interim
period are not necessarily indicative of the operating results for a full year.

        Effective December 1, 1997 the Partnership effected a 1.67 to 1 split of
its  units  outstanding.  All per unit  information  contained  herein  has been
calculated, or retroactively restated, to reflect that split.

3.      Distribution Receivable:

        On October 31, 1997, the  Partnership  had a distribution  receivable of
$22.7 million from the Operating  Partnership  that was received on November 28,
1997.

4.      Other Expenses:

        Other expenses consist of New York City unincorporated business tax at a
rate of 4% of taxable income.  The Partnership is not subject to Federal,  state
or local income taxes which are obligations of the individual partners.



















                                      - 6 -

<PAGE>


                                            OPPENHEIMER CAPITAL, L.P.

                                        NOTES TO THE FINANCIAL STATEMENTS

                                                   (Continued)



5.      Net Income Per Unit:

        (In thousands, except for per unit amounts)

<TABLE>
<CAPTION>

                                                         Three Months Ended            Six Months Ended
                                                            October 31,                   October 31,
                                                     -------------------------    -------------------------
                                                        1997          1996           1997          1996
                                                     -----------   -----------    -----------   -----------
<S>                                                  <C>            <C>            <C>           <C>           
Net Income                                           $   16,340     $  12,622      $  35,240     $  24,217

Less 1% applicable to the General Partner                   163           126            352           242
                                                     -----------   -----------    -----------   -----------
Net income available to the Limited Partners         $   16,177     $  12,496      $  34,888     $  23,975
                                                     ===========   ===========    ===========   ===========

Weighted average number of units outstanding             25,775        25,661         25,770        25,658
                                                     ===========   ===========    ===========   ===========

Net income per unit                                  $      .63     $     .49      $    1.35     $     .93
                                                     ===========   ===========    ===========   ===========


</TABLE>

6.      Gain on Dual Purpose sale:

        Included  in "Equity in  earnings of  Oppenheimer  Capital"  for the six
months  ended  October  31, 1997 is a gain of $2.8  million,  or $0.11 per unit,
resulting from the Operating  Partnership's sale of the investment  advisory and
other contracts and business  relationships for its Quest for Value Dual Purpose
Fund to OppenheimerFunds, Inc., which is unrelated to the Operating Partnership.

7.      Subsequent Event - Sale of Opfin Interest:

         On November 4, 1997, PIMCO Advisors L.P. ("PIMCO  Advisors")  completed
its previously  announced  acquisition  from Opfin of its 32.4% managing general
partner  interest  in the  Operating  Partnership  and  its 1%  general  partner
interest  in  the  Partnership   and  certain   subsidiaries  of  the  Operating
Partnership.

        On November 26, 1997,  Opfin repaid in full the $32.2 million  principal
amount of indebtedness to the Partnership (the "Equities Note").

        On November 30, 1997,  PIMCO Advisors  completed its  acquisition of the
remaining  67.6% interest in the Operating  Partnership  through a merger of the
Operating  Partnership with a subsidiary of PIMCO Advisors.  In the merger,  the
Partnership  received  25.5 million  PIMCO  Advisors  units and became a general
partner of PIMCO Advisors.  Concurrent with the merger, the Partnership acquired
an  additional  0.5 million PIMCO  Advisors  units for $16.7 million in cash. On
December 1, 1997, a 1.67-for-one  split of the Partnership units occurred having
the effect that each Partnership unit outstanding  after the split represents an
economic interest in one PIMCO Advisors unit.



                                      - 7 -

<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                        NOTES TO THE FINANCIAL STATEMENTS

                                   (Continued)



7.      Subsequent Event - Sale of Opfin Interest: (continued)

        On December  1, 1997,  the Amended  and  Restated  Agreement  of Limited
Partnership  was  amended  to  change  its  fiscal  year  to  a  calendar  year.
Accordingly,  the Partnership's fiscal year will now end December 31, instead of
April 30.  The form on which the  transition  period  will be filed  will be the
Partnership's Annual Report on Form 10-k for the year ended December 31, 1997. A
similar amendment was made to the Amended and Restated Partnership  Agreement of
the Operating Partnership.

        PIMCO Advisors has announced a restructuring  of its public ownership to
be effected after close of business on December 31, 1997. In the transaction, up
to 20.3 million PIMCO  Advisors  units held by the public  unitholders  of PIMCO
Advisors will be contributed to the  Partnership in exchange for the issuance to
such persons by the Partnership of an equal number of units of the  Partnership.
In addition,  the Partnership will be renamed PIMCO Advisors  Holdings L.P., and
the NYSE  trading  symbol will be changed  from "OCC" to "PA".  Thereafter,  all
trading in the PIMCO Advisors units will cease,  and the Partnership  units will
be the sole publicly-traded  investment in the larger and more diversified PIMCO
Advisors business.

































                                      - 8 -

<PAGE>

                               OPPENHEIMER CAPITAL

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                 (In Thousands)
<TABLE>
<CAPTION>

                                                                At October 31, 1997            At April 30, 1997
                                                             -----------------------         --------------------

                                     ASSETS
<S>                                                            <C>                             <C>   
Cash and short-term investments                                $            36,800             $          27,123
Investment management fees receivable                                       60,961                        52,357
Investments in affiliated mutual funds and other
    sponsored investment products                                            4,719                         4,347
Furniture, equipment and leasehold improvements
    at cost, less accumulated depreciation and
    amortization of $3,149 and $2,812                                        3,690                         3,795
Intangible assets, less accumulated amortization
    of $1,013 and $565                                                       1,187                         1,511
Other assets                                                                 1,630                         3,886
                                                             -----------------------         --------------------
     TOTAL ASSETS                                              $           108,987             $          93,019
                                                             =======================         ====================

<CAPTION>


              LIABILITIES, MINORITY INTEREST AND PARTNERS' CAPITAL
<S>                                                            <C>                             <C>
Accrued employee compensation and benefits                     $            19,614             $          13,914
Accrued expenses and other liabilities                                       9,516                         8,880
Note payable                                                                     -                           400
Deferred investment management fees                                          5,979                         4,532
Distribution payable to partners                                            33,587                        25,318
                                                             -----------------------        ---------------------
     TOTAL LIABILITIES                                                      68,696                        53,044
                                                             -----------------------        ---------------------
Minority interest                                                              473                           277

PARTNERS' CAPITAL                                                           39,818                        39,698
                                                             -----------------------        ---------------------
     TOTAL LIABILITIES , MINORITY INTEREST
        AND PARTNERS' CAPITAL                                  $           108,987             $          93,019
                                                             =======================        =====================

</TABLE>





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

                                      - 9 -

<PAGE>


                               OPPENHEIMER CAPITAL

                        CONSOLIDATED STATEMENTS OF INCOME

                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                Three Months Ended             Six Months Ended
                                                                   October 31,                    October 31,
                                                            -------------------------     -------------------------
                                                                1997          1996            1997          1996
                                                            -----------   -----------     -----------   -----------
<S>                                                         <C>           <C>             <C>           <C>   
OPERATING REVENUES

Investment management fees                                  $   54,742    $   43,286      $  107,835    $   82,720
Net distribution assistance and commission income                  974         1,243           2,573         2,647
Interest and dividends                                             525           268             876           505
                                                            -----------   -----------     -----------   -----------
TOTAL OPERATING REVENUES                                        56,241        44,797         111,284        85,872
                                                            -----------   -----------     -----------   -----------

OPERATING EXPENSES

Compensation and benefits                                       24,535        18,760          48,526        36,370
Occupancy                                                        1,739         1,650           3,496         3,143
General and administrative                                       3,343         3,338           6,467         6,125
Promotional                                                      1,523         1,708           2,953         3,259
                                                            -----------   -----------     -----------   -----------
TOTAL OPERATING EXPENSES                                        31,140        25,456          61,442        48,897
                                                            -----------   -----------     -----------   -----------
OPERATING INCOME                                                25,101        19,341          49,842        36,975

Gain on Dual Purpose sale (Note 4)                                   -             -           4,374             -
                                                            -----------   -----------     -----------   -----------
INCOME BEFORE INCOME TAXES AND
  MINORITY INTEREST                                             25,101        19,341          54,216        36,975

Income taxes (Note 3)                                           (1,038)         (770)         (2,256)       (1,355)
                                                            -----------   -----------     -----------   -----------
INCOME BEFORE MINORITY INTEREST                                 24,063        18,571          51,960        35,620

Minority interest                                                  (77)          (57)           (196)         (113)
                                                            -----------   -----------     -----------   -----------
NET INCOME                                                  $   23,986    $   18,514      $   51,764    $   35,507
                                                            ===========   ===========     ===========   ===========


</TABLE>







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

                                     - 10 -

<PAGE>




                               OPPENHEIMER CAPITAL

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                         Six Months Ended
                                                                                            October 31,
                                                                                  ------------------------------
                                                                                       1997            1996
                                                                                  --------------  --------------
<S>                                                                                <C>             <C>    
Cash flows from operating activities
Net income                                                                         $    51,764     $   35,507
Adjustments to reconcile net income to net cash provided by
    operating activities:
   Amortization of restricted unit compensation expense                                  1,983          1,062
   Depreciation and amortization                                                           467            462
   Minority interest, net of distributions                                                 196            144
(Increase) decrease in:
   Investment management fees receivable                                                (8,604)        (3,461)
   Other assets                                                                          2,449           (704)
Increase in:
   Accrued employee compensation and benefits                                            5,700            712
   Accrued expenses and other liabilities                                                  636            516
   Deferred investment management fees                                                   1,447            757
                                                                                  --------------  --------------
Net cash provided by operating activities                                               56,038         34,995
                                                                                  --------------  --------------
Cash flows from investing activities
Purchases of fixed assets                                                                 (233)          (380)
Proceeds from sales of mutual fund shares and other investments                              -          1,934
Purchases of mutual fund shares and other investments                                     (372)        (1,063)
                                                                                  --------------  --------------
Net cash provided by (used in) investing activities                                       (605)           491
                                                                                  --------------  --------------
Cash flows from financing activities
Payment of note payable                                                                   (400)          (400)
Distributions to partners:
   Oppenheimer Financial Corp.                                                         (14,967)       (10,261)
   Oppenheimer Capital, L.P.                                                           (31,140)       (21,293)
Contributions by Oppenheimer Capital, L.P.                                                 751            380
                                                                                  --------------  --------------
Net cash (used in) financing activities                                                (45,756)       (31,574)
                                                                                  --------------  --------------
Net increase in cash and short term investments                                          9,677          3,912

Cash and short term investments at beginning of period                                  27,123         21,019
                                                                                  --------------  --------------
Cash and short term investments at end of period                                   $    36,800     $   24,931
                                                                                  ==============  ==============
Supplemental disclosure of cash flow information:

Interest paid                                                                      $        39     $       54
                                                                                  ==============  ==============
New York City unincorporated business tax paid                                     $     1,730     $    1,452
                                                                                  ==============  ==============
</TABLE>


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

                                     - 11 -

<PAGE>


                               OPPENHEIMER CAPITAL

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.      Organization:

        Oppenheimer  Capital  (the  "Operating  Partnership"),  a general  
partnership, engages in the investment management business. Oppenheimer Capital,
L.P. (the "Partnership") holds a 67.6% general partner interest in the
Operating  Partnership  and  Oppenheimer  Financial  Corp.  ("Opfin")  holds the
remaining  32.4%  general  partner interest.  The  Operating  Partnership  is
part of an  affiliated  group of companies  operating  in the  financial
services industry. (See Note 5)

2.      Basis of Presentation:

        The interim  financial  information in this report has not been audited.
The  financial  statements  should  be read in  conjunction  with the  financial
statements  included in the Partnership's  1997 Annual Report. In the opinion of
management,  all adjustments  (which include only normal recurring  adjustments)
necessary to present fairly the financial position and results of operations for
all periods  presented have been made. The results of operations for any interim
period are not necessarily indicative of the operating results for a full year.

3.      Taxes:

        Although the Operating  Partnership is not otherwise subject to Federal,
state or local  income  taxes,  it was  subject to New York City  unincorporated
business tax ("UBT") of $1.0  million and $2.2  million,  respectively,  for the
three  months  and six months  ended  October  31,  1997 and  $770,000  and $1.4
million,  respectively,  for the three months and six months  ended  October 31,
1996.

        A domestic corporate subsidiary of the Operating  Partnership is subject
to Federal,  state,  and local income taxes. A foreign  corporate  subsidiary is
subject to taxes in the foreign jurisdiction in which it is located.

4.      Gain on Dual Purpose sale:

        On July 18, 1997,  the Operating  Partnership  completed the sale of the
investment advisory and other contracts and business  relationships of the Quest
for Value Dual Purpose Fund to OppenheimerFunds, Inc., which is unrelated to the
Operating  Partnership.  The  Operating  Partnership  received a payment of $7.0
million  and  recorded  a gain of $4.4  million,  before  New York  City UBT and
minority interest.

5.      Subsequent Event - Sale of Opfin Interest:

        On November 4, 1997,  PIMCO Advisors L.P. ("PIMCO  Advisors")  completed
its previously  announced  acquisition  from Opfin of its 32.4% managing general
partner  interest  in the  Operating  Partnership  and  its 1%  general  partner
interest  in  the  Partnership   and  certain   subsidiaries  of  the  Operating
Partnership.

        On November 30, 1997,  PIMCO Advisors  completed its  acquisition of the
remaining  67.6% interest in the Operating  Partnership  through a merger of the
Operating  Partnership with a subsidiary of PIMCO Advisors.  In the merger,  the
Partnership  received  25.5 million  PIMCO  Advisors  units and became a general
partner of PIMCO Advisors.  Concurrent with the merger, the Partnership acquired
an  additional  0.5 million PIMCO  Advisors  units for $16.7 million in cash. On
December 1, 1997, a 1.67-for-one  split of the Partnership units occurred having
the effect that each Partnership unit outstanding  after the split represents an
economic interest in one PIMCO Advisors unit.

        On December  1, 1997,  the Amended  and  Restated  Agreement  of Limited
Partnership  was  amended  to  change  its  fiscal  year  to  a  calendar  year.
Accordingly,  the Partnership's fiscal year will now end December 31, instead of
April 30.  The form on which the  transition  period  will be filed  will be the
Partnership's Annual Report on Form 10-k for the year ended December 31, 1997. A
similar amendment was made to the Amended and Restated Partnership  Agreement of
the Operating Partnership.


                                     - 12 -

<PAGE>

                               OPPENHEIMER CAPITAL

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                   (Continued)


5.      Subsequent Event - Sale of Opfin Interest: (continued)

        PIMCO Advisors has announced a restructuring  of its public ownership to
be effected after close of business on December 31, 1997. In the transaction, up
to 20.3 million PIMCO  Advisors  units held by the public  unitholders  of PIMCO
Advisors will be contributed to the  Partnership in exchange for the issuance to
such persons by the Partnership of an equal number of units of the  Partnership.
In addition,  the Partnership will be renamed PIMCO Advisors  Holdings L.P., and
the NYSE  trading  symbol will be changed  from "OCC" to "PA".  Thereafter,  all
trading in the PIMCO Advisors units will cease,  and the Partnership  units will
be the sole publicly-traded  investment in the larger and more diversified PIMCO
Advisors business.









































                                     - 13 -

<PAGE>


                                 PART I, ITEM 2

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


OPPENHEIMER CAPITAL, L.P.

General

         Prior to December 1, 1997, the primary source of income for Oppenheimer
Capital,  L.P. ( the "Partnership") has been its proportionate  share of the net
income of Oppenheimer Capital (the "Operating  Partnership") and interest income
on a $32.2 million par value 10% note due from Oppenheimer Equities, Inc. in the
year 2012 (the "Equities note"). In the future its primary source of income will
be its proportionate share of the net income of PIMCO Advisors L.P.

         Effective  December 1, 1997 the Partnership  effected a 1.67 to 1 split
of its units  outstanding.  All per unit  information  contained herein has been
calculated, or retroactively restated, to reflect that split.

Revenues and Expenses

         The   Partnership   recorded   equity  in  earnings  of  the  Operating
Partnership  for the three months ended October 31, 1997 and October 31, 1996 of
$16.2 million and $12.5 million,  respectively. For the six months ended October
31, 1997 and October 31, 1996, the  Partnership  recorded  equity in earnings of
the  Operating  Partnership  of $35.0 million and $24.0  million,  respectively.
Equity in earnings of the Operating Partnership for the six months ended October
31, 1997 included a gain recognized by the Operating  Partnership on the sale of
the investment  advisory and other contracts and business  relationships  of the
Quest for Value Dual Purpose  Fund,  Inc. to  OppenheimerFunds,  Inc. (the "Dual
Purpose sale") of $2.8 million. Excluding the Dual Purpose sale, the increase in
equity in earnings of the Operating Partnership for all the periods presented is
primarily due to the higher operating income of the Operating Partnership.

         Other  expenses  consist of New York City  unincorporated  business tax
("UBT").  For the three months ended October 31, 1997 and October 31, 1996,  New
York City UBT totaled $33,000 and $34,000,  respectively, and for the six months
ended October 31, 1997 and October 31, 1996,  New York City UBT totaled  $66,000
and $67,000, respectively.

         Net income for the three months ended  October 31, 1997 and October 31,
1996 amounted to $16.3 million and $12.6 million, respectively, or $.63 per unit
and $.49 per unit, respectively. Net income for the six months ended October 31,
1997  and  October  31,  1996  amounted  to $35.2  million  and  $24.2  million,
respectively, or $1.35 per unit and $.93 per unit, respectively.

Liquidity and Capital Resources

        The  only  business  activity  carried  on by  the  Partnership  is  its
investment in the Operating Partnership. The Partnership receives quarterly cash
distributions  from the Operating  Partnership and receives interest income from
Oppenheimer Equities,  Inc. The Partnership  distributes its available cash flow
to its partners,  which equals cash distributions from the Operating Partnership
plus   interest   income  from  the  Equities  note  less  New  York  City  UBT.
Consequently,  the  Partnership  does not require any  additional  liquidity  or
capital resources.

        The Partnership makes quarterly  distributions in an amount equal to 99%
of available cash flow to the limited partners (the "Unitholders") and 1% to the
general partner,  Oppenheimer Financial Corp.  ("Opfin").  For the three and six
months  ended  October 31,  1997,  the  Partnership  declared  distributions  to
Unitholders of $.90 per unit and $1.47 per unit, respectively. For the three and
six months ended October 31, 1996, the  Partnership  declared  distributions  to
Unitholders of $.45 per unit and $.84 per unit, respectively.


                                     - 14 -

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


OPPENHEIMER CAPITAL, L.P. (Continued)

Sale of Opfin Interest

         On November 4, 1997, PIMCO Advisors L.P. ("PIMCO  Advisors")  completed
its previously announced  acquisition from Opfin of their 32.4% managing general
partner  interest  in the  Operating  Partnership  and their 1% general  partner
interest in the Partnership.

         On December 1, 1997,  PIMCO  Advisors  announced the  conclusion of its
acquisition of the remaining 67.6% interest in the Operating Partnership held by
the Partnership  for 26.1 million of PIMCO Advisors Class A units.  Additionally
on December 1, 1997,  each unit of the Partnership was split 1.67 to 1, with the
result that each unit, after the split,  represented an economic interest in one
PIMCO Advisors Class A unit.

         In addition, PIMCO Advisors announced that on December 31, 1997 it will
contribute up to 20.3 million of its units to the  Partnership  in return for an
equivalent  number of  Partnership  units.  The  Partnership  units will then be
issued to the  public  unitholders  of PIMCO  Advisors.  At the same  time,  the
Partnership will be renamed PIMCO Advisors  Holdings,  L.P. and will continue to
be traded on the New York Stock  Exchange,  but under the ticker symbol "PA". As
is currently the case with the  Partnership,  PIMCO Advisors  Holdings,  L.P. is
expected  to  distribute  substantially  all  of its  after-tax  cash  flows  to
unitholders.  Following these transactions,  unitholders will own units in PIMCO
Advisors  Holdings,  L.P.,  which will have an  interest  of as much as 43% in a
larger and more diversified firm.































                                     - 15 -

<PAGE>




                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


OPPENHEIMER CAPITAL

General

         The Operating  Partnership's results of operations include those of its
basic institutional  investment  management business and those of its subsidiary
entities;  Opcap  Advisors  ("Advisors"),   OCC  Distributors  ("Distributors"),
Oppenheimer Capital Limited,  Oppenheimer Capital Trust Company ("Opcap Trust"),
and 225 Liberty Street Advisers,  L.P., formerly AMA Investment  Advisers,  L.P.
("AMA  Advisers").  The results for the six months  ended  October 31, 1996 also
include Saratoga Capital  Management  ("Saratoga"),  which was sold on April 29,
1997.

         For the periods presented,  the Operating Partnership's operations have
been  characterized by substantial  increases in assets under  management.  This
growth has been from four  principal  sources.  First,  new clients have entered
into investment  management  agreements and existing clients have added funds to
their accounts under  management.  Second,  rising  securities price levels have
increased the market values of investment  portfolios.  Third,  mutual funds and
variable annuities managed by Advisors have added to assets under management due
to  increased  sales and  market  appreciation.  Fourth,  wrap fee  assets  have
increased due to new accounts opened,  expanded  distribution to  broker-dealers
and market  appreciation.  Revenues are  generally  derived from  charging a fee
based on the net assets of  clients'  portfolios.  All  periods  presented  show
increased  operating  revenue.   Revenues  for  all  periods  presented  consist
principally of investment management fees.

         In  fiscal  1996,  the  Operating  Partnership  began  to  implement  a
strategic  decision to withdraw from selling directly to the retail market,  and
to instead  market  directly to  institutions  with strong  retail  distribution
capabilities.  In November  1995,  the Operating  Partnership  withdrew from the
open-end  mutual  fund  distribution  business  and  began to  eliminate  retail
operations  at AMA  Advisers,  completing  this process in the first  quarter of
fiscal 1997.  The  Operating  Partnership  also  reduced the losses  incurred by
Saratoga  throughout  fiscal 1997,  and during the fourth quarter of fiscal 1997
sold  its  interest  in  Saratoga.   Additionally,   the  Operating  Partnership
terminated the distribution of unit investment  trusts during the fourth quarter
of fiscal 1997.

         On July 18, 1997, the Operating  Partnership  completed the sale of the
investment advisory and other contracts and business  relationships of its Quest
for  Value  Dual  Purpose  Fund to  OppenheimerFunds,  Inc.  ("OFI"),  which  is
unrelated to the Operating  Partnership (the `Dual Purpose Fund sale"). The fund
has been renamed the  Oppenheimer  Quest Capital Value Fund, and continues to be
managed by Advisors under a subadvisory agreement with OFI.

         As shown below, the value of assets under management increased 31.5% to
$60.2  billion at October 31, 1997 from $45.8  billion at October 31, 1996.  The
Operating   Partnership  continued  to  experience  growth  in  its  traditional
business,  the management of separate accounts for large financial  institutions
and  high-net-worth  individual  investors,  as well as its  retail  businesses,
including mutual funds and wrap fee accounts.

<TABLE>
<CAPTION>
                                                                                                                Percent
                                                      At October 31, 1997       At October 31, 1996            Increase
                                                    -----------------------   -----------------------      -------------
<S>                                                    <C>                       <C>                              <C>  
Separate Account Management                            $           37,053        $          30,771                20.4%

Wrap Fee                                                            7,835                    4,603                70.2%

Mutual Funds & Other Commingled Products                           15,288                   10,398                47.0%
                                                    -----------------------   -----------------------      -------------
    Total                                              $           60,176        $          45,772                31.5%
                                                    =======================   =======================      =============

</TABLE>

                                     - 16 -

<PAGE>




                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


OPPENHEIMER CAPITAL (Continued)

Operating Revenues

         Total  operating  revenues  increased  25.8% for the three months ended
October 31, 1997 to $56.2  million from $44.8 million for the three months ended
October 31, 1996 and  increased  29.6% for the six months ended October 31, 1997
to $111.3  million from $85.9 million for the six months ended October 31, 1996.
Total operating  revenues include  investment  management fees, net distribution
assistance and commission income, and interest and dividends.

         Investment  management  fees increased 26.5% for the three months ended
October 31, 1997 to $54.7  million from $43.3 million for the three months ended
October 31, 1996 as average  assets under  management for the three months ended
October 31, 1997  increased  39.2% to $60.2  billion from $43.2  billion for the
three months ended October 31, 1996.  Investment management fees increased 30.4%
for the six months ended  October 31, 1997 to $107.8  million from $82.7 million
for the six months ended October 31, 1996 as average assets under management for
the six months  ended  October 31, 1997  increased  35.8% to $57.6  billion from
$42.4  billion  for the six months  ended  October  31,  1996.  For the  periods
presented,  the growth in investment  management fee revenue was tempered by the
Dual Purpose Fund sale.  Concurrent  with this sale, the present fee rate earned
as a subadvisor  to the fund is  substantially  lower than the fee rate that was
earned prior to the sale. In addition,  investment  management  fee revenue grew
less than assets under management due to accounts generally having a decremental
fee rate - as the market value of an account increases, the effective fee rate
declines.

         Net  distribution  assistance and commission  income decreased 21.6% to
$1.0 million for the three  months ended  October 31, 1997 from $1.2 million for
the three months ended October 31, 1996,  and decreased 2.8% to $2.6 million for
the six months  ended  October  31, 1997 from the six months  ended  October 31,
1996.  The  decrease for the three  months  ended  October 31, 1997  compared to
October  31,  1996 was due to lower  certificate  of deposit  commission  income
resulting  from  reduced  demand for funds by banks,  and lower unit  investment
trust commission income as a result of the Operating  Partnership's  decision to
withdraw  from this  business  during the fourth  quarter  of fiscal  1997.  The
minimal decrease for the six month period was caused by the decision to withdraw
from the unit investment trust business.

         Interest and dividend income increased to $525,000 and $876,000 for the
three months and six months ended October 31, 1997, respectively,  from $268,000
and $505,000 for the three and six months ended October 31, 1996,  respectively.
These increases can be primarily attributed to higher average cash balances.

Operating Expenses

         Total expenses  increased  22.3% for the three months ended October 31,
1997 to $31.1  million from $25.5 million for the three months ended October 31,
1996 and  increased  25.7% for the six months  ended  October  31, 1997 to $61.4
million from $48.9 million for the six months ended October 31, 1996.

         The Operating  Partnership's  most  significant  category of expense is
employee  compensation and benefits,  which includes  salaries,  bonuses,  sales
commissions,   incentive   compensation  and  other  payroll  related  expenses.
Compensation  and benefits  expense  increased  30.8% for the three months ended
October 31, 1997 to $24.5  million from $18.8 million for the three months ended
October 31, 1996 and  increased  33.4% for the six months ended October 31, 1997
to $48.5  million from $36.4  million for the six months ended October 31, 1996.
Compensation  and benefits expense  increased  primarily due to higher incentive
compensation  costs due to increased new business,  higher operating profits and
increased  participation by key executives in incentive  compensation plans as a
result of industry competitive  pressures and their individual  contributions to
firm profitability. In addition, compensation and benefits expense increased due
to higher  amortization  expenses related to restricted units granted to certain
key employees on May 1, 1997, as well as staff salary increases and additions to
staff to support  expanding  businesses.  These increases were offset in part by
staff  reductions  as a result of the sale of the  Operating  Partnership's  50%
interest in Saratoga and the decision to withdraw from the  distribution of unit
investment trusts.

                                                      - 17 -


<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

OPPENHEIMER CAPITAL (Continued)

Operating Expenses (Continued)

         Occupancy  expenses  increased  5.4% for the three months ended October
31,  1997 to $1.7  million  from the three  months  ended  October  31, 1996 and
increased  11.2% for the six months ended  October 31, 1997 to $3.5 million from
$3.1 million for the six months ended October 31, 1996. These increases were due
to  higher  rent  expense  incurred  by the  Operating  Partnership,  as well as
adjustments  to rent  escalation  accruals  which were made during the  quarters
ended July 31, 1997 and 1996.

         General and administrative  expenses for the three months ended October
31,  1997 and  October  31,  1996 were $3.3  million.  For the six months  ended
October 31, 1997,  general and  administrative  expenses  increased 5.6% to $6.5
million from $6.1 million for the six months ended October 31, 1996. For the six
months  ended  October 31,  1997,  the  increase  in general and  administrative
expenses reflects increased costs incurred in connection with the development of
new businesses and increased investments in computer equipment and software as a
result of increased technical support for professional and administrative  staff
and higher  professional  services expense due to the expansion of the Operating
Partnership's  business.  This  increase was offset in part by savings  realized
from the sale of the Operating Partnership's interest in Saratoga.

         Promotional expenses decreased 10.8% for the three months ended October
31, 1997 to $1.5 million  from $1.7  million for the three months ended  October
31, 1996 and  decreased  9.4% for the six months ended  October 31, 1997 to $3.0
million  from $3.3  million  for the six months  ended  October  31,  1996.  The
decrease in promotional  expenses was due primarily to the  elimination of costs
incurred by Saratoga  and the  elimination  of the retail  distribution  of unit
investment  trusts.  This  decrease was offset in part by  increased  travel and
entertainment  expenses  as a result of  increased  staff size and new  business
activities.

Operating Income

         Operating  income for the three months ended October 31, 1997 increased
29.8% to $25.1 million from $19.3 million for the three months ended October 31,
1996 and  increased  34.8% for the six months  ended  October  31, 1997 to $49.8
million from $37.0  million for the six months ended  October 31, 1996.  For the
three months ended  October 31, 1997,  the operating  profit margin  expanded to
44.6%  from 43.2% for the three  months  ended  October  31,  1996 as  operating
revenues  grew 25.5% while  expenses  increased  only 22.3%.  For the six months
ended October 31, 1997, the operating profit margin expanded to 44.8% from 43.1%
for the six months ended October 31, 1996 as operating revenues grew 29.6% while
expenses increased only 25.7%.

Taxes

         The Operating  Partnership is not subject to Federal,  state,  or local
income  taxes,  which  are  the  obligations  of the  individual  partners.  The
Operating Partnership, however, was subject to New York City UBT of $1.0 million
and $2.2  million,  respectively,  for the three  months  and six  months  ended
October 31, 1997 and  $770,000  and $1.4  million,  respectively,  for the three
months and six months ended October 31, 1996.

Liquidity and Capital Resources

         The Operating  Partnership's  business is not capital intensive and its
working  capital  requirements  are generally  modest.  On October 31, 1997, the
Operating  Partnership  declared a distribution to its partners of $33.6 million
which was paid on November 28, 1997.









                                     - 18 -

<PAGE>


Part II.   Other Information

Item 1.    Legal Proceedings

           On November  10, 1997,  Richard  Buzby filed an action on behalf of a
purported class of limited  partners of the  Partnership  against PIMCO Advisors
and certain  individuals  associated  with the previous  general  partner of the
Partnership  in the Court of  Chancery  of the  State of  Delaware,  New  Castle
County. The complaint alleges, among other things, various breaches of fiduciary
duty,   conflicts  of  interest  and  unfair  dealing  in  connection  with  the
Oppenheimer   Capital   Merger.   The  complaint   seeks   compensatory   and/or
rescissionary money damages or,  alternatively,  injunctive relief or rescission
of the transactions.  Since that date,  certain other complaints have been filed
in the states of Delaware and New York, making similar allegations.  These cases
are  expected  to be  consolidated  in the  Court of  Chancery  of the  State of
Delaware,  New Castle County.  The  Partnership  and PIMCO Advisors  believe the
suits are without merit, and intend to contest them vigorously.

           Except as described  above,  there are no material legal  proceedings
pending or, to the knowledge of management,  threatened  against the Partnership
or PIMCO Advisors.






























                                     - 19 -

<PAGE>


                                   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.


                                            By:   Oppenheimer Capital, L.P.




         Date: December 15, 1997     By:    /s/ William D. Cvengros
                                                William D. Cvengros
                                                Chief Executive Officer


                                     By:    /s/ Robert M. Fitzgerald
                                                Robert M. Fitzgerald
                                                Senior Vice President and
                                                Chief Financial Officer

































                                     - 20 -

<PAGE>