<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q
     (Mark One)

     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 1999

                                       OR

     [_]  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

                          PIMCO ADVISORS HOLDINGS 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
                        Newport Beach, California 92660
                   ----------------------------------------
                   (Address of principal executive offices)


                                (949) 219-2200
             ----------------------------------------------------
             (Registrant's telephone number, including area code)


                                NOT APPLICABLE
  --------------------------------------------------------------------------
  (Former name, former address and former 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 ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                             PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court.

Yes [_]   No [_]

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

     As of June 30, 1999, there were 49,250,849 units of limited partner
interest outstanding.

                                       1
<PAGE>

                          PIMCO ADVISORS HOLDINGS L.P.

                         PART I--FINANCIAL INFORMATION


Item 1     Financial Statements (Unaudited)
------

                                                                            Page
                                                                            ----

 PIMCO Advisors Holdings L.P.

 Statements of Financial Condition as of June 30, 1999
     and December 31, 1998                                                  11

 Statements of Operations for the three months ended
     June 30, 1999 and June 30, 1998 and the six months
     ended June 30, 1999 and June 30, 1998                                  12

 Statements of Cash Flows for the six months ended
     June 30, 1999 and June 30, 1998                                        13

 Notes to Financial Statements                                              14

 PIMCO Advisors L.P.

 Consolidated Statements of Financial Condition as
     of June 30, 1999 and December 31, 1998                                 15

 Consolidated Statements of Operations for the three
     months ended June 30, 1999 and June 30, 1998 and
     the six months ended June 30, 1999 and June 30, 1998                   16

 Consolidated Statements of Cash Flows for the six months
     ended June 30, 1999 and June 30, 1998                                  17

 Notes to Consolidated Financial Statements                                 18


                           FORWARD LOOKING STATEMENTS

     Except for the historical information and discussions contained herein,
statements contained in this Form 10-Q may constitute "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995.  These statements involve a number of risks, uncertainties and other
factors that could cause actual results to differ materially, including the
performance of financial markets, the investment performance of PIMCO Advisors
L.P.'s sponsored investment products and separately managed accounts, general
economic conditions, future acquisitions, competitive conditions and government
regulations, including changes in tax laws.  PIMCO Advisors Holdings L.P.
cautions readers to carefully consider such factors.  Further, such forward-
looking statements speak only as of the date on which such statements are made.
PIMCO Advisors Holdings L.P. undertakes no obligation to update any forward-
looking statements to reflect events or circumstances after the date of such
statements.

                                       2
<PAGE>

Item 2:  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
         of Operations
         -------------

General
-------

  PIMCO Advisors Holdings L.P. ("PIMCO Holdings") is a Delaware limited
partnership which as its sole business holds in excess of 49 million general
partnership units of PIMCO Advisors L.P. ("PIMCO Advisors"), representing a 44%
equity interest in PIMCO Advisors. PIMCO Partners, G.P. ("PGP") is the sole
general partner of PIMCO Holdings and is the controlling general partner of
PIMCO Advisors.

  PIMCO Advisors is one of the largest investment management companies in the
United States with approximately $254.6 billion under management at June 30,
1999.  PIMCO Advisors' business provides high quality fixed income and equity
investment management to institutional and retail clients.  Its investment
advisor subsidiaries, led by Pacific Investment Management and Oppenheimer
Capital, are widely recognized for consistently posting attractive performance
and high quality service to more than 1,600 institutional clients worldwide,
including more than one-third of the nation's largest 100 corporations.  In
addition, PIMCO Advisors manages a family of 50 stock and bond mutual funds.
PIMCO Advisors' business focuses on:

  Fixed Income. PIMCO Advisors provides fixed income investment management to
clients including foreign and domestic corporate and public clients.  Fixed
income management is led by Pacific Investment Management, which offers
impressive long-term performance records across a diverse range of product
offerings such as intermediate core bond, and other duration or sector specific
strategies.

  Equity. PIMCO Advisors provides equity investment management to institutional
and retail clients offering the investment management expertise of six equity
management groups, including the highly regarded Oppenheimer Capital and
recently formed PIMCO Equity Advisors. PIMCO Advisors offers investors an
enhanced index based strategy and a variety of management styles, including
value, growth, modified growth, quantitative and international.

  Institutional clients invest through separate accounts and pooled vehicles
such as the institutional share classes of the PIMCO Funds, PIMCO Advisors'
family of 50 proprietary mutual funds. PIMCO Advisors offers its investment
management services to institutional clients through client service
representatives at each of its investment managers.

  Retail Distribution. PIMCO Advisors offers the investment expertise of its
investment managers to retail investors through the retail share classes of the
PIMCO Funds. They are distributed primarily through broker-dealers including
PIMCO Funds Distributors LLC ("PFD"), a wholly-owned broker-dealer which
distributes and markets shares of the retail mutual funds of PIMCO Advisors. In
addition, PIMCO Advisors offers retail investors wrap fee accounts, variable
annuity products, 401(k) programs and various investment products through
sponsored trust companies.  PIMCO Advisors' investment management groups,
including Pacific Investment Management and Oppenheimer Capital also provide
investment management for a number of third-party sponsored retail products.

  PIMCO Advisors' strategy is to increase the amount and diversification of its
assets under management through (i) growth in the institutional market by
providing high levels of client service and entering new markets in the United
States and overseas, (ii) growth in the retail market by building brand
awareness and marketing of the PIMCO Funds through its broker-dealer network and
by penetrating additional distribution channels and (iii) new product offerings
to institutions and retail investors.

     The financial condition and results of operations of PIMCO Advisors are
discussed below under "PIMCO ADVISORS L.P."

                                       3
<PAGE>

PIMCO ADVISORS HOLDINGS L.P.
----------------------------

Comparative Results of Operations
---------------------------------

Quarter and Six Months Ended June 30, 1999 Compared To Quarter and Six Months
Ended June 30, 1998

     PIMCO Holdings realized $27.1 million as its proportionate share of
earnings of PIMCO Advisors (approximately 44%) for the three months ended June
30, 1999 and  $41.5 million for the six months ended June 30, 1999 as compared
with $23.6 million for the three months ended June 30, 1998, and $43.7 million
for the six months ended June 30, 1998.  This decrease in year to date earnings
of $2.2 million (5.1%), was principally a result of a non-recurring charge of
$19.4 million at PIMCO Advisors in the first quarter of 1999 which related to
the consolidation of Oppenheimer Capital's operations into a single new facility
and for severance costs primarily related to changes in its senior management
which was offset by a non-recurring gain of $3.9 million realized in the second
quarter from the sale of Blairlogie Capital Management ("Blairlogie").  PIMCO
Holdings proportionate share of these non-recurring items resulted in a net
charge of approximately $6.8 million in the six month period ended June 30,
1999, including a $1.7 million gain in the second quarter.  This amounted to a
net charge of $0.14 per unit on a diluted basis in the six month period and a
gain of $0.03 per unit in the quarter ended June 30, 1999.  PIMCO Advisors'
recurring earnings increased by $2.9 million (5.3%) for the three months ended
June 30, 1999 and by $8.3 million (8.1%) for the six months ended June 30, 1999,
compared to the same periods ended June 30, 1998.  The increase in recurring
earnings for the three month and six month periods ended June 30, 1999, resulted
principally from increased managed assets and the related revenues.  PIMCO
Advisors' assets under management increased $5.9 billion to $254.6 billion
during the quarter ended June 30, 1999, which was comprised of $5.4 billion of
net cash inflows and $5.7 billion of market appreciation, offset by a reduction
of $5.2 billion related to the sales of two subsidiaries, Blairlogie and
Columbus Circle Investors ("CCI").  There can be no assurance that future cash
flows or market activity will occur at the rates experienced in recent years.

Taxes

     PIMCO Holdings is not subject to federal, state, or local income taxes,
which are the obligations of individual partners.  Under the change in the tax
laws enacted in August of 1997, PIMCO Holdings elected to continue to be treated
as a publicly traded partnership, subject to a 3.5% federal tax on allocable
gross income from active businesses.  Based upon current recurring operating
margins, the publicly traded partnership tax amounts to an approximate 18%
reduction in otherwise reportable net income and an approximate 12% reduction in
cash flow otherwise available for distribution, aggregating approximately $4.0
million in the second quarter of 1999.  Because the tax is a function of
allocable operating revenue, these effective rates were significantly higher in
the first quarter of 1999 when PIMCO Advisors recognized the non-recurring
charge discussed above. Similar taxes may be imposed by states in which PIMCO
Holdings does business.

Liquidity and Capital Resources

     PIMCO Holdings is dependent upon the operating cash flow of PIMCO Advisors
for its liquidity and capital resources.  For the quarter ended June 30, 1999,
PIMCO Holdings declared distributions to holders of PIMCO Holdings units of
$0.58 per unit compared to distributions declared during the quarter ended June
30, 1998 of  $0.53 per unit. PIMCO Holdings' policy is to distribute
substantially all its net operating cash flow on an annual basis subject to
establishment of appropriate reserves.  Distributions are declared to
unitholders of record on March 31, June 30, September 30 and December 31 and
paid within thirty days following the end of each calendar quarter.  Because
PIMCO Holdings' sole business is to hold an investment as a general partner of
PIMCO Advisors, the operating cash flow of PIMCO Holdings consists of
distributions from PIMCO Advisors.  Because PIMCO Advisors currently pays all
expenses of PIMCO Holdings other than taxes, PIMCO Holdings' per unit
distributions generally equal the

                                       4
<PAGE>

PIMCO Advisors distributions, less applicable taxes. The Management Board of
PIMCO Advisors evaluates distribution levels on a quarterly basis.

     Actual distribution levels will depend on the financial performance of
PIMCO Advisors.  There can be no assurance that current distribution rates will
be maintained.  Distributions made by PIMCO Holdings will depend on the
profitability of the investment management business of PIMCO Advisors, which is
affected in part by investment performance, as well as by overall economic
conditions and other factors affecting capital markets generally, which are
beyond the control of PIMCO Holdings and PIMCO Advisors.

PIMCO ADVISORS L.P.

Comparative Results of Operations
---------------------------------

Quarter and Six Months Ended June 30, 1999 Compared To The Quarter And Six
Months Ended June 30, 1998

Revenues

     PIMCO Advisors derives substantially all its revenues from advisory fees
for investment management services provided through its investment management
subsidiaries to its institutional and individual clients and advisory,
distribution and servicing fees for services provided principally to the PIMCO
Funds.

     Generally, such fees are determined based upon a percentage of client
assets under management and are billed quarterly to institutional clients,
either in advance or arrears, depending on the agreement with the client, and
monthly in arrears to the PIMCO Funds.  Revenues are determined in large part
based upon the level of assets under management, which itself is dependent upon
factors including market conditions, client decisions to add or withdraw assets
from PIMCO Advisors' management, and PIMCO Advisors' ability to attract new
clients.  In addition, PIMCO Advisors has certain accounts which are subject to
performance based fee schedules wherein performance relative to the S&P 500
Index or other benchmarks over a particular time period can result in additional
fees.  Such performance based fees can have a significant effect on revenues,
and provide an opportunity to earn higher fees (as well as lower) than could be
obtained under fee arrangements based solely on a percentage of assets under
management.   While no assurances can be given that PIMCO Advisors will continue
to earn any performance fees, such fees aggregated $6.5 million for the three
months ended June 30, 1999 and $8.5 million for the six months ended June 30,
1999 compared to $11.7 million for the three months ended June 30, 1998 and
$16.5 million for the six months ended June 30, 1998.  The decrease in
performance fees occurred primarily in an equity product seeking to outperform
the S&P 500 index.

     The following table sets forth the composition of PIMCO Advisors' assets
under management for the quarter ended June 30, 1999 compared to the quarter
ended June 30, 1998:

<TABLE>
<CAPTION>
                                            June 30, 1999       June 30, 1998
                                            -------------       -------------
                                                 (Dollars in millions)
<S>                                         <C>                 <C>
Assets under management by source:
  Institutional separate accounts
       Fixed income                              $110,698            $ 96,317
       Equity                                      48,468              53,433
  Retail products and mutual funds                 95,390              79,004
                                                 --------            --------
               Total                             $254,556            $228,754
                                                 ========            ========
Assets under management by type:
  Fixed income                                   $159,228            $132,338
  Equity                                           92,195              93,639
  Money market                                      3,133               2,777
                                                 --------            --------
               Total                             $254,556            $228,754
                                                 ========            ========
</TABLE>

                                       5
<PAGE>

     PIMCO Advisors' consolidated revenues, including those of its wholly-owned
subsidiary PIMCO Funds Distributors LLC ("PFD"), were $244.7 for the three
months ended June 30, 1999 compared to $216.6 million for the three months ended
June 30, 1998 an increase of $28.1 million (13.0%).  PIMCO Advisors consolidated
revenues were $473.3 for the six months ended June 30, 1999 compared to $410.5
million for the six months ended June 30, 1998, an increase of $62.8 million
(15.3%).  Advisory revenues increased $20.9 million (10.6%) to $216.9 million
for the three months ended June 30, 1999 and increased $47.9 million (12.9%) to
$419.9 million for the six months ended June 30, 1999 compared to $196.0 million
and $372.0 million, respectively, for the same periods in 1998.  Distribution
and servicing revenues increased $7.2 million to $27.8 million for the three
months ended June 30, 1999 and increased $14.8 million to $53.3 million for the
six months ended June 30, 1999, compared to $20.6 million and to $38.5 million,
respectively, for the same periods in 1998.

     The increases in PIMCO Advisors' revenues for the three months and six
months ended June 30, 1999 resulted primarily from a $25.8 billion (11.3%)
increase in assets under management since June 30, 1998, which included $19.5
billion of net cash inflows offset by a reduction in assets under management of
$5.2 billion related to the sales of the Blairlogie and CCI subsidiaries.
Assets under management reached $254.6 billion at June 30, 1999.  Assets under
management increased by $5.9 billion during the three months ended June 30, 1999
and by $10.4 billion during the six months ended June 30, 1999, including net
cash inflows of $5.4 billion for the three months ended June 30, 1999 and $9.9
billion for the six months ended June 30, 1999, both exclusive of the asset
reductions from the Blairlogie and CCI sales.

Expenses

     Expenses in the quarter ended June 30, 1999 included a non-recurring gain
of $3.9 million related to the sale of Blairlogie, which was reflected as a
reduction of other expenses.  Expenses in the quarter ended March 31, 1999
included a non-recurring charge of $19.4 million related to the consolidation of
Oppenheimer Capital's operations into a single new facility and for severance
costs related to changes in its senior management.  This charge was reflected as
$0.5 million in compensation and benefits; $10.5 million in amortization of
restricted unit and option plans; $5.4 million in occupancy and equipment; and
$3.0 million in general and administrative expenses.

     Compensation and benefits for the three months ended June 30, 1999 were
$99.6 million, which was $9.4 million or 10.4% higher than the three months
ended June 30, 1998.  Compensation and benefits for the six months ended June
30, 1999 were $197.9 million, which was $23.8 million or 13.7% higher than the
three months ended June 30, 1998.  The increases reflect the previously
discussed non-recurring charge and additional staffing, particularly at Pacific
Investment Management Company, as well as higher profit sharing expenses which
are based upon profits of each of the investment management subsidiaries.

     Commission expenses related to sales and servicing of retail mutual funds
and similar products, increased $4.6 million to $24.4 million in the three
months ended June 30, 1999 and increased $9.5 million to $46.6 million in the
six months ended June 30, 1999 compared to the same periods in the prior year,
reflecting higher "trail" commissions due to an increased level of qualifying
assets, as well as increased "up front" commissions on higher current sales
levels.  Commission expenses are primarily incurred by PFD and are paid
primarily to broker-dealers and their sales people for the sale of PIMCO
Advisors retail-oriented mutual funds.  These include "up-front" commissions
paid at the time of sale of the mutual funds, "trail" commissions for the
maintenance of assets in the mutual funds and service fee commissions paid for
services provided to mutual fund shareholders.  The level of commission expense
will vary according to the level of assets in the mutual funds (on which trail
and service fee commissions are determined) and on the level of sales of mutual
funds (on which up-front commissions are determined). Trail and service fee
commissions are generally paid quarterly beginning one year after sale of the
mutual funds.

                                       6
<PAGE>

     General and administrative expenses were $15.4 million during the three
months ended June 30, 1999, an increase of $4.6 million (42.0%) compared to the
three months ended June 30, 1998.  General and administrative expenses were
$30.2 million during the six months ended June 30, 1999, an increase of $10.4
million (52.4%) compared to the six months ended June 30, 1998.  These increases
can be primarily attributed to the previously discussed non-recurring charge of
$3.0 million in the first quarter of 1999, and expanded operations at most
subsidiaries.  Occupancy and equipment increased by $1.8 million to $7.2 million
for the three months ended June 30, 1999 and by $8.9 million to $19.5 million
for the six months ended June 30, 1999 in comparison to the same periods in the
prior year.  Exclusive of the previously discussed non-recurring charge of $5.4
million in the first quarter of 1999, the increases can be attributed primarily
to additional office space and equipment as a result of additional staffing.

   Amortization of intangible assets was $13.8 million for the three months
ended June 30, 1999 and 1998, and was $27.5 million for the six months ended
June 30, 1999 and 1998.

   Restricted unit and option plan costs were $5.2 million in the three months
ended June 30, 1999 and $21.5 million for the six months ended June 30, 1999
compared to $6.4 million and $12.3 for the same periods in the prior year, a
decrease of $1.2 million (18.7%) for the three months ended June 30, 1999 and an
increase of $9.1 million (74.4%) for the six months ended June 30, 1999.
Exclusive of the non-recurring charge of $10.5 million recorded in the first
quarter as previously discussed, this cost category remained relatively stable.

     Other cash expenses increased by $2.2 million for the three months ended
June 30, 1999 and by $8.2 million for the six months ended June 30, 1999 in
comparison to the same periods of the prior year.  The increases were due
principally to increases in marketing and promotional costs, interest expense
and professional fees as well as other increases reflective of inflation and
increased staffing, offset by the previously discussed $3.9 million gain on the
sale of Blairlogie realized in the second quarter of 1999.

Liquidity and Capital Resources

     PIMCO Advisors business has not historically been capital intensive.  In
general, working capital requirements have been satisfied out of operating cash
flow or short-term borrowings.  PIMCO Advisors' policy is to make quarterly
distributions to its unitholders.

     PIMCO Advisors had approximately $143.9 million of cash and cash
equivalents and short-term investments at June 30, 1999 compared to
approximately $116.1 million at December 31, 1998.  PIMCO Advisors liquidity not
otherwise used for quarterly distributions will be used for general purposes
including profit-sharing payments, seed money for new mutual funds and brokers'
commissions on sales of mutual fund shares distributed without a front-end sales
load.  PIMCO Advisors believes that the level of such commissions may increase
in the future due to the introduction of new products and mutual fund pricing
structures which may require an alternate financing source.

     For the quarter ended June 30, 1999, PIMCO Advisors declared distributions
to holders of PIMCO Advisors units of $0.67 per unit.  PIMCO Advisors' policy is
to distribute substantially all its net cash flow on an annual basis after
provision of appropriate reserves.  Distributions are declared and paid to
unitholders within thirty days following the end of each calendar quarter to
holders of record on March 31, June 30, September 30 and December 31 of each
year.  The Management Board of PIMCO Advisors evaluates distribution levels on a
quarterly basis.  Actual distribution levels will depend on the financial
performance of PIMCO Advisors.  There can be no assurance that historical
distribution rates will be maintained.  Distributions made by PIMCO Holdings
will depend on the profitability of the investment management business of PIMCO
Advisors, which is affected in part by overall economic conditions and other
factors affecting capital markets generally, many of which are beyond the
control of PIMCO Holdings and PIMCO Advisors.

                                       7
<PAGE>

     PIMCO Advisors assumed $230.0 million of 6% exchangeable debt in connection
with the Oppenheimer Capital acquisition in November 1997. As of June 30, 1999,
$149.5 million of that debt had been exchanged for limited partnership units at
a rate of $33.33 per unit. The remaining $80.5 million of such debt is expected
to be exchanged for units on the same terms upon the expiration of certain tax
contingencies over the next 6 to 7 years. On May 12, 1998 PIMCO Advisors secured
a syndicated $500 million credit facility to provide liquidity for working
capital and strategic opportunities. As of June 30, 1999, $65.0 million was
outstanding under this facility.

Other Factors

General Economic and Other Factors
----------------------------------

     The general economy including interest rates, inflation and client
responses to economic factors will affect, to some degree, the operations of
PIMCO Advisors. As a significant portion of assets under management are fixed
income funds, fluctuations in interest rates could have a material impact on the
operations of PIMCO Advisors. PIMCO Advisors' advisory business is generally not
capital intensive and therefore any effect of inflation, other than on interest
rates, is not expected to have a significant impact on its operations or
financial condition. Client responses to the economy, including decisions as to
the amount of assets deposited may also impact the operations of PIMCO Advisors.
Any resulting revenue fluctuations may or may not be recoverable in the pricing
of services offered by PIMCO Advisors.

Year 2000 Readiness Disclosure
------------------------------

     The United States securities industry is massive in size and complex in
function.  It is characterized by a heavy reliance on computerized information
processing technology and by extensive interdependencies.  Many of the world's
computer systems record years in a two-digit format.  These systems may be
unable to correctly recognize, interpret or use dates beyond the year 1999.
This inability to process date information might lead to significant business
disruptions.  Before discussing PIMCO Advisors' year 2000 readiness, it is
important that one essential principal (from the Report to Congress of the
                                                 -------------------------
Readiness of the United States Securities Industry and Public Companies to meet
-------------------------------------------------------------------------------
the Information Processing Challenges of the Year 2000 (United States Securities
--------------------------------------------------------------------------------
and Exchange Commission (June 1997)) be understood.  "It is not, and it will
------------------------------------
not, be possible for any single entity or collective enterprise to represent
that it has achieved complete Year 2000 compliance and thus to guarantee its
remediation efforts."

     PIMCO Advisors and its subsidiaries are taking steps to assure that their
computer systems will function properly after 1999. PIMCO Advisors and its
subsidiaries have designated a team of information and business professionals to
address the Year 2000 problem and have developed a written Year 2000 Plan to
address Year 2000 issues. PIMCO Advisors presently estimates that its Year 2000
related expenditures will be approximately $17.6 million and that Year 2000 will
not have a material affect on its operations. As of June 30, 1999, PIMCO
Advisors and its subsidiaries have expended an estimated $13.4 million on Year
2000 related costs. PIMCO Advisors and its subsidiaries are in various stages of
reviewing, testing and implementing repairs and upgrades to those systems and
programs that have been identified to have Year 2000 related problems. Because
the Year 2000 project is an ongoing company-wide endeavor, the state of progress
changes daily. Year 2000 budget estimates are subject to change and revision.
See "Uncertainty" below. The PIMCO Advisors' Year 2000 Plan consists of five
general phases: Awareness, Assessment, Remediation, Testing, and Implementation.

     Awareness:  During the Awareness phase, the Year 2000 team informed the
employees of PIMCO Advisors and its subsidiaries, including the highest levels
of PIMCO Advisors' management, about the Year 2000 problem.  A written Year 2000
Plan was prepared and Year 2000 budget estimates were compiled.  The Management
Board of PIMCO Advisors formally approved the Year 2000 Plan and a preliminary
budget on July 21, 1998.  The Board has approved several revised Year 2000 plans
and

                                       8
<PAGE>

budgets and is updated quarterly.

     Assessment:  During the Assessment phase, the Year 2000 team prepared an
inventory of Information Technology ("IT") and non IT systems used in PIMCO
Advisors' and its subsidiaries' business. Systems are classified as software,
hardware, and embedded chips. Separately, systems are also classified as mission
critical systems and non mission critical systems. Except for voice, and data
lines, security, fire, electrical and other building facilities, PIMCO Advisors
does not currently believe that the failure of its non IT systems would have a
material adverse effect upon its business. As the inventory is compiled and
verified, each system is preliminarily assessed for Year 2000 compliance. This
preliminary assessment is made by obtaining manufacturers' representations that
a given product is Year 2000 compliant or other evidence of compliance. Systems
for which no such evidence can be obtained are identified as candidates for
correction or replacement ("Remediation"). The assessment phase is substantially
complete. On-going assessment of systems will continue as new information
becomes available or as deemed prudent.

     Remediation:  During the Remediation phase, software, hardware, and
embedded chips identified during the Assessment phase to be non Year 2000
compliant will be corrected or replaced. PIMCO Advisors and its subsidiaries
have substantially completed remediation of the non compliant software,
hardware, and non IT systems. Further corrections and replacements may be
required after the Remediation phase as a result of issues identified during the
Testing phase or otherwise.

     Testing:  The Testing phase includes internal testing, point-to-point
testing, and industry testing. Testing is conducted on both existing and new
systems as they are added. PIMCO Advisors is not testing non mission critical
systems that are not used in its business (e.g., software applications
incidentally installed on PCs with other software that is used in PIMCO Advisors
and its subsidiaries' business). PIMCO Advisors designed and implemented
internal, point-to-point, and industry testing programs that use test scripts,
portfolios and various hypothetical dates generated by PIMCO Advisors and its
subsidiaries, vendors, and industry groups. Three of PIMCO Advisors' SEC
registered investment advisory subsidiaries and two broker dealers participated
in an industry-wide testing forum sponsored by the Securities Industry
Association. Pacific Investment Management Company has been at the forefront of
this process through its participation in the Bond Market Association's Asset
Managers' Forum, a committee which is advising the Securities Industry
Association on issues associated with investment managers and Year 2000 issues.
Internal testing of PIMCO Advisors' mission critical systems and point to point
testing is substantially complete. Industry testing has been completed. PIMCO
Advisors anticipates that it may conduct additional point to point tests with as
yet unidentified third parties until December 31, 1999, as circumstances
warrant.

     Implementation:  During the Implementation phase, systems that have been
tested and identified as being Year 2000 compliant will be put into normal
business operation. PIMCO Advisors and its subsidiaries have completed
Implementation.

     Contingency:  PIMCO Advisors and its subsidiaries are continuously
reviewing and revising written contingency plans addressing possible failures of
technology and services in their various business operations. PIMCO Advisors
also anticipates that it will continuously revise its contingency plans until
December 31, 1999, as new risks and strategies become apparent. Although PIMCO
Advisors and its subsidiaries are preparing plans, no assurance can be given
that contingency plans can be developed that would avoid all problems in the
event of the failure of certain mission critical systems, counterparties, and
third-party providers.

     Third Parties:  PIMCO Advisors' and its subsidiaries' business operations
are heavily dependent upon a complex worldwide network of systems that contain
date fields, including data feeds to trading systems, securities transfer agent
operations and stock markets. PIMCO Advisors' and its subsidiaries' ability to
assess the effects of the Year 2000 Problem upon their clients is highly
dependent upon the efforts of third parties, particularly brokers, dealers, and
clients' custodians. With respect to the Year

                                       9
<PAGE>

2000 Problem, the failure of third party organizations to resolve their own
processing issues in a timely manner could have a material adverse effect on
PIMCO Advisors' business. PIMCO Advisors and its subsidiaries are taking steps
to assess the Year 2000 readiness of material third parties with which they do
business. PIMCO Advisors and its subsidiaries have substantially completed an
inventory of brokers, dealers, custodians, and other material third parties with
which they have direct, significant business relationships. PIMCO Advisors and
its subsidiaries have sent written questionnaires to the identified third
parties inquiring about the status of their Year 2000 compliance programs. The
results of these questionnaires are collected, analyzed, and distributed to
appropriate internal personnel. Follow up or additional questionnaires and
inquiries will be sent to third parties that did not respond satisfactorily to
the initial questionnaire. With respect to its most significant business
partners, PIMCO Advisors is conducting on site reviews of their Year 2000
programs. PIMCO Advisors currently anticipates that its efforts with respect to
assessing the Year 2000 status of its counterparties and other third parties
will continue into the Year 2000.

     Uncertainty:  This discussion of PIMCO Advisors' and its subsidiaries' Year
2000 program contains forward looking statements. At present, the management of
PIMCO Advisors believes that costs associated with the Year 2000 problem will
not have a material adverse effect on PIMCO Advisors' business or operations.
However, PIMCO Advisors expects that its Year 2000 expense estimates will change
as the Year 2000 approaches and PIMCO Advisors and its subsidiaries complete the
Testing and Implementation phases. Although PIMCO Advisors' efforts and
expenditures on Year 2000 issues are substantial, there can be no assurances
that its clients, unitholders, counterparties or others will not suffer from
disruptions or adverse results arising as a consequence of entering Year 2000.
PIMCO Advisors' current expectations regarding its and its counterparties
transition to Year 2000 are based upon unfinished remediation and testing, and
are subject to a number of uncertainties and factors that are beyond its control
and which could cause actual costs to differ materially from those currently
expected. Furthermore, although management currently anticipates that its
expenditures and efforts are appropriate, complications as yet unidentified with
internal or external systems, with data providers, with other securities firms
or institutions, with other counterparties, and with general economic conditions
related to the Year 2000 in general may trigger significantly greater expenses
or losses.

                                       10
<PAGE>

                          PIMCO ADVISORS HOLDINGS L.P.
                       STATEMENTS OF FINANCIAL CONDITION
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                   June 30, 1999      December 31, 1998
                                                                   -------------      -----------------
                                                                        (Dollars in thousands)
-------------------------------------------------------------------------------------------------------
<S>                                                                <C>                <C>
ASSETS
   Current assets:
     Cash and cash equivalents                                        $     22             $ 10,580
     Distribution receivable and other current assets                   33,007               32,033
                                                                      --------             --------
       Total current assets                                             33,029               42,613
   Investment in operating partnership                                 459,130              461,230
   Other non current assets                                                153                  153
                                                                      --------             --------
TOTAL ASSETS                                                          $492,312             $503,996
                                                                      ========             ========
LIABILITIES
   Distribution payable                                               $ 28,568             $ 27,631
   Other current liabilities                                             3,085               14,746
                                                                      --------             --------
       Total liabilities                                                31,653               42,377
                                                                      --------             --------
PARTNERS' CAPITAL
   General Partner                                                          63                   63
   Limited Partners (49,250,849 units issued and outstanding
    at June 30, 1999 and 48,469,822 units issued and
    outstanding at December 31, 1998)                                  460,596              461,556
                                                                      --------             --------
       Total Partners' Capital                                         460,659              461,619
                                                                      --------             --------
TOTAL LIABILITIES AND PARTNERS' CAPITAL                               $492,312             $503,996
                                                                      ========             ========
</TABLE>

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

                                       11
<PAGE>

                          PIMCO ADVISORS HOLDINGS L.P.
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                      For The           For The Three          For The              For The
                                                 Three Months Ended     Months Ended      Six Months Ended     Six Months Ended
                                                   June 30, 1999        June 30, 1998       June 30, 1999        June 30, 1998
                                                 ------------------   -----------------   -----------------   -------------------
                                                                 (Dollars in thousands, except per unit amounts)
<S>                                              <C>                  <C>                 <C>                 <C>
REVENUES:
   Equity in earnings of operating Partnership            $27,106             $23,634             $41,463               $43,672
                                                          -------             -------             -------               -------
           Total revenues                                  27,106              23,634              41,463                43,672
                                                          -------             -------             -------               -------
EXPENSES:
   Taxes and other, net                                     4,028               4,260               7,690                 7,773
                                                          -------             -------             -------               -------
                 Total expenses                             4,028               4,260               7,690                 7,773
                                                          -------             -------             -------               -------
Net income                                                $23,078             $19,374             $33,773               $35,899
                                                          =======             =======             =======               =======
Basic net income per unit                                 $  0.47             $  0.42             $  0.69               $  0.78
                                                          =======             =======             =======               =======
Diluted net income per unit                               $  0.45             $  0.39             $  0.66               $  0.73
                                                          =======             =======             =======               =======
Distributions declared per unit                           $  0.58             $  0.53             $  1.16               $  1.06
                                                          =======             =======             =======               =======
</TABLE>

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

                                       12
<PAGE>

                          PIMCO ADVISORS HOLDINGS L.P.
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                           For The             For The
                                                          Six Months          Six Months
                                                            Ended               Ended
                                                        June 30, 1999        June 30, 1998
                                                      ------------------   -----------------
                                                           (Dollars in thousands)
<S>                                                   <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                             $33,773                   $35,899
 Adjustments to reconcile net income to net cash
  provided by operating activities:
 Distributions received greater (less) than the
  equity in earnings of operating partnership           23,251                      (824)
Change in operating assets and liabilities:
     Change in other assets                                 35                       (52)
     Change in other liabilities                       (11,661)                    8,112
                                                       -------                   -------
Net cash provided by operating activities               45,398                    43,135
                                                       -------                   -------
Cash Flows from Investing Activities:
Investment in operating partnership                       (120)                     (120)
                                                       -------                   -------
Net cash used in investing activities                     (120)                     (120)
                                                       -------                   -------
Cash Flows from Financing Activities:
Cash distributions paid                                (55,956)                  (39,613)
Capital contribution from General Partner                    -                        17
Issuance of limited partnership units on
 Exercise of options                                       120                       120
                                                       -------                   -------
Net cash used in financing activities                  (55,836)                  (39,476)
                                                       -------                   -------
Net (decrease) increase in cash and cash equivalents   (10,558)                    3,539
Cash and cash equivalents, beginning of period          10,580                    15,522
                                                       -------                   -------
Cash and cash equivalents, end of period               $    22                   $19,061
                                                       =======                   =======
Supplemental disclosure
Income tax paid                                        $20,446                   $     -
                                                       =======                   =======
</TABLE>

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

                                       13
<PAGE>

                          PIMCO ADVISORS HOLDINGS L.P.
                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)

(1)  The condensed financial statements included herein have been prepared
     without audit in accordance with the instructions to Form 10-Q pursuant to
     the rules and regulations of the Securities and Exchange Commission.
     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.  In the opinion of PIMCO Partners, G.P., the General Partner,
     all adjustments, consisting only of normal recurring adjustments, necessary
     for a fair presentation of (a) the financial condition at June 30, 1999 and
     December 31, 1998, (b) the results of operations for the three and six
     month periods ended June 30, 1999 and 1998 and (c) the cash flows for the
     six-month periods ended June 30, 1999 and 1998, for PIMCO Advisors Holdings
     L.P. ("PIMCO Holdings")  (formerly Oppenheimer Capital, L.P) have been
     made.  It is suggested that these unaudited condensed financial statements
     be read in conjunction with the financial statements and notes included in
     PIMCO Holdings' Annual Report on Form 10-K for the year ended December 31,
     1998.  Certain reclassifications have been made to conform the prior period
     presentation to the current period presentation.  These interim results may
     not be indicative of the results which may occur in the future.  (See -
     Management's Discussion and Analysis of Financial Condition and Results of
     Operations - Comparative Results of Operations).

(2)  PIMCO Holdings is a publicly traded limited partnership owned .01% by its
     general partner, PIMCO Partners, G.P. and 99.99% by its public limited
     partners ("Unitholders").  PIMCO Holdings' sole business is its ownership
     of an approximate 44% interest (approximately 49.3 million GP Units) in
     PIMCO Advisors L.P. ("PIMCO Advisors"), a registered investment advisor.
     PIMCO Partners, G.P. and other private holders hold the remaining interests
     in PIMCO Advisors.  The financial statements of PIMCO Holdings should be
     read in conjunction with the consolidated financial statements of PIMCO
     Advisors.

(3)  Basic net income per unit is computed based on the weighted average number
     of units outstanding.  Diluted net income per unit is computed assuming the
     exercise of dilutive unit options at the operating partnership and the
     resulting impact on the equity in earnings of that partnership attributable
     to PIMCO Holdings.  See Exhibit 11 for the computation of the effect of the
     dilution at the operating partnership on PIMCO Holdings' net income per
     unit during the periods.

     Distributions on the units outstanding are paid quarterly in arrears 30
     days after the end of the quarter to unitholders of record as of the last
     day of the quarter.

(4)  As a result of the Omnibus Budget Reconciliation Act of 1993 and a special
     tax election which PIMCO Holdings has made, units purchased in the open
     market after August 10, 1993 have a substantial portion of the purchase
     price amortized over a fifteen year period.  Taking into account such
     amortization tax benefits (which depend in part on the particular
     unitholder's purchase price), partnership distributions are expected to
     significantly exceed net taxable income for units purchased after August
     10, 1993.  Amortization deductions will decrease the unitholder's tax basis
     of such units, and will likely be recaptured as ordinary income upon
     disposition of the units.

     Each year, a Schedule K-1 is sent to each unitholder identifying their
     amortization tax benefit, if applicable.  Under federal tax law, a
     unitholder is required to pay tax on their allocable share of the
     partnership's income regardless of the amount of distributions made by the
     partnership.  As individual tax situations may vary, each prospective
     purchaser of units is urged to consult their tax advisor.

                                       14
<PAGE>

                     PIMCO ADVISORS L.P. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                           June 30, 1999   December 31, 1998
                                                                           -------------   -----------------
                                                                                (Dollars in thousands)
<S>                                                                        <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                   $   52,156         $   46,134
  Short term investments                                                          91,754             69,923
  Fees receivable                                                                156,844            171,222
  Other current assets                                                            19,538             38,073
                                                                              ----------         ----------
        Total current assets                                                     320,292            325,352
Investment in unconsolidated partnerships                                          3,999              4,764
Fixed assets-net of accumulated depreciation and amortization                     29,215             22,717
Intangible assets-net of accumulated amortization                                978,291          1,005,817
Other non current assets                                                         102,383             53,388
                                                                              ----------         ----------
             Total assets                                                     $1,434,180         $1,412,038
                                                                              ==========         ==========

LIABILITIES

Current liabilities:
  Accounts payable, accrued expenses and other current liabilities            $   62,849         $   65,244
  Accrued compensation                                                            93,356             68,476
  Distribution payable                                                            75,943             73,455
  Short term borrowings                                                           65,000             65,000
                                                                              ----------         ----------
  Total current liabilities                                                      297,148            272,175
Long term notes                                                                   80,467             80,467
Other non current liabilities                                                        162                309
                                                                              ----------         ----------
             Total liabilities                                                   377,777            352,951
                                                                              ----------         ----------

PARTNERS' CAPITAL

General Partner (50,055,947 units issued and outstanding at June 30,
  1999 and 49,274,920 units issued and outstanding at December 31,
  1998)                                                                          777,258            801,304


Class A Limited Partners (63,292,235 units issued and outstanding at
  June 30, 1999 and 62,021,252 units issued and outstanding at
  December 31, 1998)                                                             345,436            336,438


Unamortized compensation                                                         (66,139)           (78,655)
Cumulative translation adjustment                                                   (152)                 -
                                                                              ----------         ----------
        Total Partners' Capital                                                1,056,403          1,059,087
                                                                              ----------         ----------

             Total liabilities and partners' capital                          $1,434,180         $1,412,038
                                                                              ==========         ==========
</TABLE>


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

                                       15
<PAGE>

                     PIMCO ADVISORS L.P. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                  For The Three Months             For The Six Months
                                                                          Ended                          Ended
                                                                June 30,        June 30,         June 30,        June 30,
                                                                --------        --------         --------        --------
                                                                  1999            1998             1999            1998
                                                                  ----            ----             ----            ----
<S>                                                            <C>              <C>              <C>             <C>
                                                                               (Dollars in thousands)
REVENUES

 Investment advisory fees:
      Private accounts                                          $144,453         $142,211        $281,542         $271,361
      Proprietary Funds                                           72,434           53,810         138,397          100,623
 Distribution and servicing fees                                  27,824           20,591          53,329           38,485
                                                                --------         --------        --------         --------
      Total revenues                                             244,711          216,612         473,268          410,469
                                                                --------         --------        --------         --------

EXPENSES
 Compensation and benefits                                        99,598           90,241         197,883          174,092
 Commissions                                                      24,356           19,784          46,553           37,025
 Amortization of intangible assets, Restricted Unit and
      Option Plans                                                18,975           20,173          48,980           39,831

 General and administrative                                       15,440           10,876          30,189           19,807
 Occupancy and equipment                                           7,249            5,438          19,507           10,560
 Other                                                            17,195           14,980          35,433           27,252
                                                                --------         --------        --------         --------
      Total expenses                                             182,813          161,492         378,545          308,567
                                                                --------         --------        --------         --------
Net income                                                        61,898           55,120          94,723          101,902
                                                                --------         --------        --------         --------

OTHER COMPREHENSIVE INCOME

 Foreign currency translation adjustments                            (11)               -            (152)               -
                                                                --------         --------        --------         --------
      Total other comprehensive income                               (11)               -            (152)               -
                                                                --------         --------        --------         --------
Comprehensive income                                            $ 61,887         $ 55,120        $ 94,571         $101,902
                                                                ========         ========        ========         ========


Net income per unit:

 Basic net income per General Partner and Class A
      Limited Partner Unit                                      $   0.55         $   0.51        $   0.85         $   0.95
                                                                ========         ========        ========         ========
 Diluted net income per General Partner and Class A
      Limited Partner Unit                                      $   0.53         $   0.48        $   0.81         $   0.90
                                                                ========         ========        ========         ========
</TABLE>

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

                                       16
<PAGE>

                     PIMCO ADVISORS L.P. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                               For The Six          For The Six
                                                                 Months               Months
                                                                  Ended                Ended
                                                              June 30, 1999        June 30, 1998
                                                              -------------        -------------
                                                                    (Dollars in thousands)
<S>                                                           <C>                  <C>
Cash Flows from Operating Activities:
Net income                                                       $  94,723             $ 101,902
Adjustments to reconcile net income to
net cash provided by operating activities:
   Depreciation, amortization                                       41,370                34,164
   Restricted unit & Option Plans                                   21,455                12,305
   Equity in loss of unconsolidated partnership                        (70)                   58
   Unrealized gain on investments                                     (691)                 (703)
   Realized gain on investments                                     (3,987)                    -
   Issuance of restricted units in lieu of directors fees               40                    21
   Other                                                              (152)                    -
   Change in operating assets and liabilities:
       Change in fees receivable                                    14,378               (11,412)
       Change in other assets                                      (36,820)              (37,706)
       Change in accrued liabilities and other current
          liabilities                                                   93                 4,121
       Change in accrued compensation                               24,880                34,827
       Change in other long term liabilities                          (147)               17,048
                                                                 ---------             ---------
Net cash provided by operating activities                          155,072               154,625
                                                                 ---------             ---------
Cash Flows from Investing Activities:
Purchase of fixed assets                                           (12,278)               (3,878)
Notes receivable advances                                           (1,781)                 (943)
Purchase of investments                                            (66,722)              (51,419)
Sale of fixed assets                                                    77                    --
Sale of investments                                                 49,942                 7,406
Redemptions from (investments in) partnerships                         462                  (615)
                                                                 ---------             ---------
Net cash used in investing activities                              (30,300)              (49,449)
                                                                 ---------             ---------
Cash Flows From Financing Activities:
Short term borrowings                                                    -                45,000
Cash distributions paid                                           (149,669)             (126,625)
Issuance of limited partnership units to deferred
  compensation plan trust                                           28,743                14,826
Capital contribution from General Partner                                -                    16
Issuance of limited partnership units on exercise of
  options                                                            2,176                 3,641
                                                                 ---------             ---------
Net cash used in financing activities                             (118,750)              (63,142)
                                                                 ---------             ---------
Net increase in cash and cash equivalents                            6,022                42,034
Cash and cash equivalents, beginning of period                      46,134                34,301
                                                                 ---------             ---------
Cash and cash equivalents, end of period                         $  52,156             $  76,335
                                                                 =========             =========
Supplemental disclosures
Income tax paid                                                  $     320             $   6,469
                                                                 =========             =========
Interest paid                                                    $   4,712             $   3,660
                                                                 =========             =========
</TABLE>

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

                                       17
<PAGE>

                              PIMCO ADVISORS L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

(1)  The condensed consolidated financial statements included herein have been
     prepared without audit in accordance with the instructions to Form 10-Q
     pursuant to the rules and regulations of the Securities and Exchange
     Commission. 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. In the opinion of the general partners, all adjustments,
     consisting only of normal recurring adjustments, necessary for a fair
     statement of (a) the financial condition at June 30, 1999 and December 31,
     1998, (b) the results of operations for the three and six month periods
     ended June 30, 1999 and 1998, and (c) the cash flows for the six-month
     periods ended June 30, 1999 and 1998, for PIMCO Advisors L.P. ("PIMCO
     Advisors") have been made. It is suggested that these unaudited condensed
     consolidated financial statements be read in conjunction with the
     consolidated financial statements and notes included in PIMCO Advisors
     Holdings' Annual Report on Form 10-K for the year ended December 31, 1998.
     Certain reclassifications have been made to conform the prior period
     presentation to the current period presentation. These interim results may
     not be indicative of the results which may occur in the future. (See Item 2
     - Management's Discussion and Analysis of Financial Condition and Results
     of Operations - Comparative Results of Operations).

(2)  PIMCO Advisors and its subsidiaries were formed on November 15, 1994, when
     Pacific Asset Management Company (a subsidiary of Pacific Life Insurance
     Company) merged certain of its investment management businesses and
     substantially all of its assets (the "PFAMCo Group") into Thomson Advisory
     Group L.P. ("TAG LP") (the "Consolidation").

     On November 4, 1997, PIMCO Advisors acquired Oppenheimer Group, Inc.
     ("Opgroup"), whose subsidiary Oppenheimer Financial Corp. ("Opfin") owned
     the 32.4% managing general partner interest in Oppenheimer Capital and the
     one percent general partner interest in PIMCO Advisors Holdings L.P.
     (formerly Oppenheimer Capital, L.P.) ("PIMCO Holdings"). In the
     transaction, Opgroup became a subsidiary of PIMCO Advisors, and the Opgroup
     stockholders received 2.1 million PIMCO Advisors Class A units and rights
     to exchange up to $230 million of outstanding term notes of Opgroup for an
     additional 6.9 million PIMCO Advisors Class A units at $33 1/3 per unit. In
     connection with the transaction, PIMCO Advisors split the one percent
     general partner interest in PIMCO Holdings into a .01% general partner
     interest and a .99% limited partner interest, and sold the general partner
     interest to its general partner for $80,000, its approximate book value.
     The purchase method of accounting was used by PIMCO Advisors to record the
     acquisition of Opgroup.  As a result, the consolidated statement of
     operations includes the operations of Oppenheimer Capital since November 4,
     1997.

     On November 30, 1997, Oppenheimer Capital merged with a subsidiary of PIMCO
     Advisors, with Oppenheimer Capital surviving (the "OpCap Merger"). In the
     OpCap Merger, PIMCO Advisors acquired from PIMCO Holdings its 67.6% general
     partner interest in Oppenheimer Capital in exchange for 26.1 million PIMCO
     Advisors Class A units, an approximate 24% general partner interest in
     PIMCO Advisors.  As a result, Oppenheimer Capital became a wholly-owned
     subsidiary of PIMCO Advisors and the limited partner units of PIMCO
     Holdings came to represent an indirect investment in the business of PIMCO
     Advisors.  The transaction was accounted for at book value of PIMCO
     Advisors, as a transaction between related parties.

                                       18
<PAGE>

                              PIMCO ADVISORS L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
                                  (continued)

     On December 31, 1997, PIMCO Advisors caused its 19.5 million publicly held
     units to be contributed to PIMCO Holdings in exchange for an equal number
     of PIMCO Holdings units. As a result, PIMCO Advisors ceased to be publicly
     traded, and PIMCO Holdings general partner interest in PIMCO Advisors
     increased to approximately 43%. Concurrently, PIMCO Holdings' New York
     Stock Exchange trading symbol was changed from "OCC" to "PA".

(3)  Basic net income per unit is computed based on the weighted average number
     of units outstanding. Diluted net income per unit is computed assuming the
     exercise of dilutive unit options. See Exhibit 11 for the computation of
     the effect of the dilution per unit during the periods.

                                       19
<PAGE>

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings.  None

Item 2.  Changes in Securities and Use of Proceeds.  None

Item 3.  Defaults Upon Senior Securities.  None

Item 4.  Submission of Matters to a Vote of Security Holders.  None

Item 5.  Other Information.

     Columbus Circle Investors.

     On June 30, 1999, PIMCO Advisors L.P. completed its withdrawal as a partner
of Columbus Circle Investors, resulting in ownership residing with a management
group pursuant to an Admission Agreement.  The Admission Agreement and the
General Partnership Agreement of Columbus Circle Investors provide for payments
to PIMCO Advisors L.P.  Columbus Circle Investors is a Stamford, Connecticut
based former investment management subsidiary of PIMCO Advisors, which as of
June 30, 1999 managed approximately  $4.5 billion in assets.

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

Exhibit No.           Description
-----------

   11           Computations of Net Income Per Unit.

   27           Financial Data Schedule.

     (b)  Reports on Form 8-K.  None

                                       20
<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.



                                       PIMCO Advisors Holdings L.P.


                                       By:  /s/ William D. Cvengros
                                          ----------------------------------
                                            William D. Cvengros
                                            Chief Executive Officer


                                       By:  /s/  Robert M. Fitzgerald
                                          ----------------------------------
                                            Robert M. Fitzgerald
                                            Principal Accounting Officer



Date:  August 12, 1999

                                       21