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, 1996
                                      ------------------


       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.)


OPPENHEIMER TOWER
WORLD FINANCIAL CENTER, NEW YORK, NEW YORK                 10281
-------------------------------------------             ------------           
(Address of principal executive office)                  (Zip Code)


                                 (212) 667-7000
               ---------------------------------------------------
               (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  15,367,586  Units of
limited partnership interest outstanding at December 9, 1996.


<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           8

                  OPPENHEIMER CAPITAL
                  CONSOLIDATED STATEMENTS OF INCOME                        9

                  OPPENHEIMER CAPITAL
                  CONSOLIDATED STATEMENTS OF CASH FLOWS                   10

                  OPPENHEIMER CAPITAL
                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS          11


      ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS                     12


PART II -         OTHER INFORMATION                                       16


                  SIGNATURES                                              17











                                      - 2 -

<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                        STATEMENTS OF FINANCIAL CONDITION

                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                At October 31, 1996            At April 30, 1996
                                                             -----------------------         --------------------
                                     ASSETS
<S>                                                            <C>                             <C>
Cash and short-term investments                                $                55             $              35

Investment in Oppenheimer Capital                                           28,153                        23,362

Distribution receivable (Note 3)                                            10,890                        11,950

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

Interest receivable                                                            538                           538

Other assets                                                                   132                           128

Goodwill, net                                                               40,589                        41,893
                                                             -----------------------         --------------------
     TOTAL ASSETS                                              $           112,550             $         110,099
                                                             =======================         ====================

<CAPTION>


                        LIABILITIES AND PARTNERS' CAPITAL

<S>                                                            <C>                             <C>
Distribution payable to partners                               $            11,642             $          12,713 
                                                             -----------------------         --------------------
     TOTAL LIABILITIES                                                      11,642                        12,713
                                                             -----------------------         --------------------

General partner's capital                                                    1,023                           987

Limited partners' capital;  15,367,586 and 15,255,070
  Units outstanding, respectively                                           99,885                        96,399
                                                             -----------------------         --------------------
     TOTAL PARTNERS' CAPITAL                                               100,908                        97,386
                                                             -----------------------         --------------------
     TOTAL LIABILITIES AND
        PARTNERS' CAPITAL                                      $           112,550             $         110,099
                                                             =======================         ====================

</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,
                                                            -------------------------     -------------------------
                                                                1996          1995            1996          1995
                                                            -----------   -----------     -----------   -----------
<S>                                                         <C>           <C>             <C>            <C>  
REVENUES

Equity in earnings of Oppenheimer Capital                   $   12,495    $    9,715      $   23,963     $  18,764

Interest                                                           813           812           1,625         1,625
                                                            -----------   -----------     -----------   -----------
     TOTAL REVENUES                                             13,308        10,527          25,588        20,389
                                                            -----------   -----------     -----------   -----------

EXPENSES

Amortization of goodwill                                           652           652           1,304         1,304

Other expenses (Note 4)                                             34            34              67            67
                                                            -----------   -----------     -----------   -----------
TOTAL EXPENSES                                                     686           686           1,371         1,371
                                                            -----------   -----------     -----------   -----------
NET INCOME                                                  $   12,622    $    9,841      $   24,217     $  19,018
                                                            ===========   ===========     ===========   ===========
NET INCOME PER UNIT (NOTE 5)                                $      .81    $      .64      $     1.56     $    1.24
                                                            ===========   ===========     ===========   ===========
DISTRIBUTIONS DECLARED PER UNIT                             $      .75    $     .625      $     1.40     $   1.175
                                                            ===========   ===========     ===========   ===========



</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,
                                                                                  ------------------------------
                                                                                       1996            1995
                                                                                  --------------  --------------
<S>                                                                                <C>             <C>
Cash flows from operating activities
Net income                                                                         $    24,217     $   19,018
Adjustments to reconcile net income to net cash provided
    by operating activities:
   Distributions received in excess of (less than) equity in
    earnings of Oppenheimer Capital                                                     (2,698)        (1,563)
   Amortization of goodwill                                                              1,304          1,304
   (Increase) in other assets                                                               (4)           (25)
                                                                                  --------------  --------------
Net cash provided by operating activities                                               22,819         18,734
                                                                                  --------------  --------------
Cash flows from investing activities
Capital contributions to Oppenheimer Capital                                              (380)           (48)
                                                                                  --------------  --------------
Cash flows from financing activities Distributions to partners:
   General partner                                                                        (228)          (188)
   Limited partners                                                                    (22,571)       (18,596)
Issuance of limited partnership units on exercise of
   restricted options                                                                      380             48
                                                                                  --------------  --------------
Net cash (used in) financing activities                                                (22,419)       (18,736)
                                                                                  --------------  --------------
Net increase (decrease) in cash and short term investments                                  20            (50)

Cash and short term investments at beginning of period                                      35             60
                                                                                  --------------  --------------
Cash and short term investments at end of period                                   $        55      $      10
                                                                                  ==============  ==============
Supplemental disclosure of cash flow information:

New York City unincorporated business tax paid                                     $        71      $      90
                                                                                  ==============  ==============

</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")  holds a 67.49% general
partnership  interest in Oppenheimer  Capital (the "Operating  Partnership"),  a
general partnership. The Partnership (through the Operating Partnership) engages
in the investment  management  business.  The limited  partners and  Oppenheimer
Financial Corp., the Partnership's general partner (the "General Partner"), hold
a 99% interest and 1% interest, respectively, in the Partnership.

        The  financial   statements  of  the  Partnership   should  be  read  in
conjunction  with  the  consolidated   financial  statements  of  the  Operating
Partnership.

        The Operating  Partnership  is part of an affiliated  group of companies
operating in the financial services industry.

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  1996 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.      Distribution Receivable:

        On October 31, 1996, the Operating Partnership declared distributions to
its partners,  payable on November 29, 1996, of which $10.9 million was received
by the Partnership.

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. However,
under  current  tax  law,  the  Partnership  will be  taxable  as a  corporation
beginning in 1998.



















                                      - 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,
                                                     -------------------------    -------------------------
                                                        1996          1995           1996          1995
                                                     -----------   -----------    -----------   -----------
<S>                                                  <C>            <C>            <C>           <C>           
Net Income                                           $   12,622     $   9,841      $  24,217     $  19,018

Less 1% applicable to the General Partner                   126            98            242           190
                                                     -----------   -----------    -----------   -----------
Net income available to the Limited Partners         $   12,496     $   9,743      $  23,975     $  18,828
                                                     ===========   ===========    ===========   ===========

Weighted average number of units outstanding             15,366        15,240         15,364        15,237
                                                     ===========   ===========    ===========   ===========

Net income per unit                                  $      .81     $     .64      $    1.56     $    1.24
                                                     ===========   ===========    ===========   ===========



</TABLE>


























                                      - 7 -

<PAGE>


                               OPPENHEIMER CAPITAL

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                At October 31, 1996            At April 30, 1996
                                                             -----------------------         --------------------
                                     ASSETS
<S>                                                            <C>                             <C>
Cash and short-term investments                                $            24,931             $          21,019
Investment management fees receivable                                       46,477                        43,016
Investments in affiliated mutual funds and other
    sponsored investment products                                            3,706                         4,644
Furniture, equipment and leasehold improvements
    at cost, less accumulated depreciation and
    amortization of $2,540 and $2,179                                        3,534                         3,515
Intangible assets, less accumulated amortization
    of $470 and $377                                                         1,605                         1,699
Other assets                                                                 3,209                         2,445
                                                             -----------------------         --------------------
     TOTAL ASSETS                                              $            83,462             $          76,338
                                                             =======================         ====================

<CAPTION>


              LIABILITIES, MINORITY INTEREST AND PARTNERS' CAPITAL
<S>                                                            <C>                             <C>  
Accrued employee compensation and benefits                     $            13,585             $          12,873
Accrued expenses and other liabilities                                       7,684                         7,168
Note payable                                                                   400                           800
Deferred investment management fees                                          3,627                         2,870
Distribution payable to partners                                            16,135                        17,751
                                                             -----------------------         --------------------
     TOTAL LIABILITIES                                                      41,431                        41,462
                                                             -----------------------         --------------------
Minority interest                                                              318                           174

PARTNERS' CAPITAL                                                           41,713                        34,702
                                                             -----------------------         --------------------
     TOTAL LIABILITIES , MINORITY INTEREST
        AND PARTNERS' CAPITAL                                  $            83,462             $          76,338
                                                             =======================         ====================



</TABLE>







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

                                      - 8 -

<PAGE>


                               OPPENHEIMER CAPITAL

                        CONSOLIDATED STATEMENTS OF INCOME

                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                Three Months Ended             Six Months Ended
                                                                   October 31,                    October 31,
                                                            -------------------------     -------------------------
                                                                1996          1995            1996          1995
                                                            -----------   -----------     -----------   -----------
<S>                                                         <C>           <C>             <C>            <C>    
OPERATING REVENUES

Investment management fees                                  $   43,286    $   37,061      $   82,720     $  71,615
Net distribution assistance and commission income                1,243         2,174           2,647         4,339
Interest and dividends                                             268            80             505           179
                                                            -----------   -----------     -----------   -----------
TOTAL OPERATING REVENUES                                        44,797        39,315          85,872        76,133
                                                            -----------   -----------     -----------   -----------

OPERATING EXPENSES

Compensation and benefits                                      18,760         17,428          36,370        33,807
Occupancy                                                       1,650          1,745           3,143         3,414
General and administrative                                      3,338          2,952           6,125         5,581
Promotional                                                     1,708          2,022           3,259         4,131
                                                            -----------   -----------     -----------   -----------
TOTAL OPERATING EXPENSES                                       25,456         24,147          48,897        46,933
                                                            -----------   -----------     -----------   -----------
OPERATING INCOME                                               19,341         15,168          36,975        29,200

Income taxes (Note 3)                                            (770)          (682)         (1,355)       (1,233)
                                                            -----------   -----------     -----------   -----------
INCOME BEFORE MINORITY INTEREST                                18,571         14,486          35,620        27,967

Minority interest                                                 (57)           (51)           (113)          (83)
                                                            -----------   -----------     -----------   -----------
NET INCOME                                                  $  18,514     $   14,435      $   35,507     $  27,884
                                                            ===========   ===========     ===========   ===========



</TABLE>











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

                                      - 9 -

<PAGE>




                               OPPENHEIMER CAPITAL

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In Thousands)
<TABLE>
<CAPTION>

                                                                                         Six Months Ended
                                                                                            October 31,
                                                                                  ------------------------------
                                                                                       1996            1995
                                                                                  --------------  --------------
<S>                                                                                <C>             <C>  
Cash flows from operating activities
Net income                                                                         $    35,507     $   27,884
Adjustments to reconcile net income to net cash provided by
    operating activities:
   Amortization of restricted unit compensation expense                                  1,062            759
   Depreciation and amortization                                                           462            472
   Minority interest, net of distributions                                                 144             67
(Increase) decrease in:
   Investment management fees receivable                                                (3,461)        (2,227)
   Other assets                                                                           (704)        (2,865)
Increase (decrease) in:
   Accrued employee compensation and benefits                                              712          3,063
   Accrued expenses and other liabilities                                                  516         (1,220)
   Deferred investment management fees                                                     757            599
                                                                                  --------------  --------------
Net cash provided by operating activities                                               34,995         26,532
                                                                                  --------------  --------------
Cash flows from investing activities
Purchases of fixed assets                                                                 (380)          (178)
Proceeds from sales of mutual fund shares and other investments                          1,934            399
Purchases of mutual fund shares and other investments                                   (1,063)        (3,025)
                                                                                  --------------  --------------
Net cash (used in) investing activities                                                    491         (2,804)
                                                                                  --------------  --------------
Cash flows from financing activities
Net proceeds from bank loans                                                                 -          1,005
Payment of note payable                                                                   (400)          (400)
Distributions to partners:
   Oppenheimer Financial Corp.                                                         (10,261)        (8,458)
   Oppenheimer Capital, L.P.                                                           (21,293)       (17,200)
Contributions by Oppenheimer Capital, L.P.                                                 380             48
                                                                                  --------------  --------------
Net cash (used in) financing activities                                                (31,574)       (25,005)
                                                                                  --------------  --------------
Net increase (decrease) in cash and short term investments                               3,912         (1,277)

Cash and short term investments at beginning of period                                  21,019          9,214
                                                                                  --------------  --------------
Cash and short term investments at end of period                                   $    24,931     $    7,937
                                                                                  ==============  ==============
Supplemental disclosure of cash flow information:

Interest paid                                                                      $        54     $      492
                                                                                  ==============  ==============
New York City unincorporated business tax paid                                     $     1,452     $    1,060
                                                                                  ==============  ==============
</TABLE>

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

                                     - 10 -

<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 67.49%  general  partnership  interest in the  Operating
Partnership and Oppenheimer Financial Corp. ("Opfin") holds the remaining 32.51%
general partnership interest. The Operating Partnership is part of an affiliated
group of companies operating in the financial services industry.

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  1996 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.    Income Taxes:

      The Operating Partnership is not subject to Federal, state or local income
taxes.  The Operating  Partnership  was subject to New York City  unincorporated
business tax of $770,000 and $1.4  million,  respectively,  for the three months
and  six  months  ended   October  31,  1996  and  $682,000  and  $1.2  million,
respectively, for the three months and six months ended October 31, 1995.

4.    Acquisitions of Businesses:

      In May, 1994, a subsidiary of the American Medical Association ("AMA") and
the Operating  Partnership formed AMA Investment  Advisers,  L.P. to acquire the
assets of AMA Investment Advisers, Inc. and American Medical Investment Company,
Inc. The Operating  Partnership and Opfin acquired a 79.1% and 1.0%  partnership
interest,  respectively,  for their pro rata  portions  of  $500,000  and a $1.2
million  promissory  note bearing  interest at the prime rate. On each of May 1,
1995  and May 1,  1996,  $400,000  was  paid on the  promissory  note,  with the
remainder due on May 1, 1997. AMA Investment  Advisers,  L.P. offers  investment
services and products  tailored  especially for members of the AMA, other health
care professionals and medical organizations.

      On May 1, 1994, the Operating  Partnership  acquired  Liberty Street Trust
Company from Oppenheimer Holdings, Inc., an affiliate, for its net book value of
approximately  $1.6 million and renamed it  Oppenheimer  Capital Trust  Company.
This  company  offers  collectively-managed   portfolios  of  specialized  asset
classes.

      On May  10,  1994,  the  Operating  Partnership  formed  Saratoga  Capital
Management,   a  joint  venture,   to  provide  asset  allocation   services  to
broker-dealers utilizing mutual funds managed by independent investment advisers
and Opcap Advisors, an affiliated investment adviser.

5.    Prior Period Financial Information:

      Certain  prior  period  financial  information  has been  reclassified  to
conform with the current period's presentation.










                                     - 11 -

<PAGE>


                                 PART I, ITEM 2

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


OPPENHEIMER CAPITAL, L.P.

General

         The  primary  source of income  for  Oppenheimer  Capital,  L.P.  ( the
"Partnership")  is 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").

Revenues and Expenses

         The   Partnership   recorded   equity  in  earnings  of  the  Operating
Partnership  for the three months ended October 31, 1996 and October 31, 1995 of
$12.5 million and $9.7 million,  respectively.  For the six months ended October
31, 1996 and October 31, 1995, the  Partnership  recorded  equity in earnings of
the Operating Partnership of $24.0 million and $18.8 million, respectively.

         Other  expenses  consist of New York City  unincorporated  business tax
("UBT").  For the three months ended October 31, 1996 and October 31, 1995,  New
York City UBT totaled $34,000 and $34,000,  respectively, and for the six months
ended October 31, 1996 and October 31, 1995,  New York City UBT totaled  $67,000
and $67,000, respectively.

         Net income for the three months ended  October 31, 1996 and October 31,
1995 amounted to $12.6 million and $9.8 million,  respectively, or $.81 per unit
and $.64 per unit, respectively. Net income for the six months ended October 31,
1996  and  October  31,  1995  amounted  to $24.2  million  and  $19.0  million,
respectively, or $1.56 per unit and $1.24 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,  1996,  the  Partnership  declared  distributions  to
Unitholders of $.75 per unit and $1.40 per unit, respectively. For the three and
six months ended October 31, 1996, the  Partnership  declared  distributions  to
Unitholders of $.625 per unit and $1.175 per unit, respectively.













                                     - 12 -

<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 Opcap Advisors
("Advisors"),  OCC Distributors  ("Distributors"),  Oppenheimer Capital Limited,
AMA  Investment  Advisers,  L.P.  ("AMA  Advisers"),  Oppenheimer  Capital Trust
Company and Saratoga Capital Management.

         For the periods presented,  the Operating Partnership's operations have
been characterized by increases in assets under management. This growth has been
from three principal  sources.  First,  new clients have entered into investment
management  agreements with the Operating  Partnership 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, retail
accounts  including wrap fee,  mutual funds and other  commingled  products have
added to assets under management due to increased sales and market appreciation.
The  growth  in assets  under  management  has been  tempered  by the  Operating
Partnership's  withdrawal  from the low fee rate option  management  business in
order to  concentrate on businesses  offering  higher  returns.  For the periods
presented,  the option management business had no material effect on revenues or
profitability.  Revenues are generally  derived from charging a fee based on the
net assets of clients'  portfolios.  Revenues for all periods  presented consist
principally of investment management fees.

         On November 22, 1995, the Operating  Partnership  completed the sale of
the investment  advisory and other contracts and business  relationships for its
twelve Quest for Value mutual funds (the "Quest sale") to OppenheimerFunds, Inc.
("OFI"), which is unrelated to the Operating  Partnership.  The six equity funds
involved  continue to be managed by Advisors  under a subadvisory  contract with
OFI, which allows the current portfolio  management team to remain in place, and
have been renamed the  Oppenheimer  Quest Value funds ("Quest  funds").  The six
fixed income funds have been merged into comparable funds managed by OFI.

         As shown below, the value of assets under management increased 24.5% to
$45.8  billion at October 31, 1996 from $36.8  billion at October 31, 1995.  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, 1996       At October 31, 1995            Increase
                                                    ----------------------    ----------------------      --------------
<S>                                                    <C>                       <C>                             <C>  
Separate Account Management                            $          30,771          $         25,492               20.7%

Wrap Fee                                                           4,603                     2,385               93.0%

Mutual Funds & Other Commingled Products                          10,398                     7,437               39.8%
                                                    ----------------------    ----------------------      --------------

Subtotal                                                          45,772                    35,314               29.6%

Option Management (1)                                                 -                      1,436                 n/a
                                                    ----------------------    ----------------------      --------------
    Total                                              $          45,772          $         36,750               24.5%
                                                    ======================    ======================      ==============

</TABLE>


(1)      Reflects withdrawal from the option management business.

                                     - 13 -

<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


OPPENHEIMER CAPITAL (Continued)

Operating Revenues

         Total  operating  revenues  increased  13.9% for the three months ended
October 31, 1996 to $44.8  million from $39.3 million for the three months ended
October 31, 1995 and  increased  12.8% for the six months ended October 31, 1996
to $85.9  million from $76.1  million for the six months ended October 31, 1995.
Total operating  revenues include  investment  management fees, net distribution
assistance and commission income, and interest and dividends.

         Investment  management  fees increased 16.8% for the three months ended
October 31, 1996 to $43.3  million from $37.1 million for the three months ended
October 31, 1995 as average  assets under  management for the three months ended
October 31, 1996  increased  18.8% to $43.2  billion from $36.4  billion for the
three months ended October 31, 1995.  Investment management fees increased 15.5%
for the six months ended  October 31, 1996 to $82.7  million from $71.6  million
for the six months ended October 31, 1995 as average assets under management for
the six months  ended  October 31, 1996  increased  21.1% to $42.4  billion from
$35.0 billion for the six months ended October 31, 1995. In addition, investment
management fees increased due to higher fee realizations  resulting from a shift
in the asset mix toward higher effective fee rate  businesses,  including mutual
funds,  variable  annuities  and wrap fee accounts and the  withdrawal  from the
option management business,  which had very low fee rates.  Offsetting the above
increase  in  part,  the  fee  rate  the  Operating   Partnership  receives  for
subadvising the Quest funds was reduced  compared to the previous  advisory fee.
Annual subadvisory fees related to the Quest funds are projected at $9.3 million
annually,  based on assets under  management at October 31, 1996,  down from the
previous  $15.7  million of annual fees for the twelve  Quest for Value Funds at
November 22, 1995. The loss in advisory fee revenue has been more than offset by
the elimination of distribution  expenses related to these funds.  Assets in the
six equity  funds have more than  doubled to $3.1  billion at November  29, 1996
from $1.4 billion on November 21, 1995,  reflecting record fund sales and market
appreciation.

         Net  distribution  assistance and commission  income decreased 42.8% to
$1.2 million for the three  months ended  October 31, 1996 from $2.2 million for
the three months ended October 31, 1995, and decreased 39.0% to $2.6 million for
the six months ended October 31, 1996 from $4.3 million for the six months ended
October 31, 1995.  These  decreases were primarily due to lower unit  investment
trust  commission  income due to reduced demand for fixed income unit investment
trusts, and reduced commission and distribution  income as a result of the Quest
sale.  These  decreases  were  offset in part by higher  certificate  of deposit
commission income resulting from greater demand for funds by banks.

         Interest and dividend income increased to $268,000 and $505,000 for the
three months and six months ended October 31, 1996,  respectively,  from $80,000
and $179,000 for the three and six months ended October 31, 1995,  respectively.
These  increases can be primarily  attributed to the interest earned on proceeds
received from the Quest sale.

Operating Expenses

         Total  expenses  increased  5.4% for the three months ended October 31,
1996 to $25.5  million from $24.1 million for the three months ended October 31,
1995 and  increased  4.2% for the six months  ended  October  31,  1996 to $48.9
million from $46.9 million for the six months ended October 31, 1995.

         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  7.6% for the three months ended
October 31, 1996 to $18.8  million from $17.4 million for the three months ended
October 31, 1995 and increased 7.6% for the six months ended October 31, 1996 to
$36.4  million  from $33.8  million for the six months  ended  October 31, 1995.
Compensation  and benefits  expense  increased  due to additions to staff in the
expanding retail and separate account  management  businesses.  Compensation and
benefits  expense also  increased  due to staff salary  increases.  In addition,
compensation and benefits increased as a result of higher incentive compensation
accruals due to increased new

                                     - 14 -


<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

OPPENHEIMER CAPITAL (Continued)

Operating Expenses (Continued)

business and higher  operating  profits.  These increases were offset in part by
significant staff reductions at Distributors,  AMA Advisers,  and in mutual fund
accounting.

         Occupancy  expenses  decreased  5.4% for the three months ended October
31,  1996 to $1.7  million  from the three  months  ended  October  31, 1995 and
decreased  7.9% for the six months  ended  October 31, 1996 to $3.1 million from
$3.4 million for the six months ended October 31, 1995. These decreases were due
to  reduced  rent  expense as a result of the scale  back of  operations  of AMA
Advisers. Additionally, adjustments to rent escalation accruals were made during
the quarter ended July 31, 1996.

         General  and  administrative  expenses  increased  13.1%  for the three
months  ended  October 31, 1996 to $3.3  million from $3.0 million for the three
months  ended  October 31,  1995.  For the six months  ended  October 31,  1996,
general and  administrative  expenses  increased  9.7% to $6.1 million from $5.6
million for the six months ended  October 31,  1995.  For both the three and six
months  ended  October 31,  1996,  the  increase  in general and  administrative
expenses reflects the significant  investment made by the Operating  Partnership
in computer  equipment and software to support  professional and  administrative
staff.  These  increases were offset in part by savings  realized from the Quest
sale and cost reductions at AMA Advisers.

         Promotional expenses decreased 15.5% for the three months ended October
31, 1996 to $1.7 million  from $2.0  million for the three months ended  October
31, 1995 and  decreased  21.1% for the six months ended October 31, 1996 to $3.3
million  from $4.1  million  for the six months  ended  October  31,  1995.  The
decrease in  promotional  expenses was due  primarily to a reduction in expenses
incurred by  Distributors  as a result of the elimination of the open-end mutual
fund  distribution  effort (the Quest sale),  and the  elimination of the retail
operations of AMA Advisers.

Operating Income

         Operating  income for the three months ended October 31, 1996 increased
27.5% to $19.3 million from $15.2 million for the three months ended October 31,
1995 and  increased  26.6% for the six months  ended  October 31, 1996 to $37.0
million from $29.2  million for the six months ended  October 31, 1995.  For the
three months ended  October 31, 1996,  the operating  profit margin  expanded to
43.2%  from 38.6% for the three  months  ended  October  31,  1996 as  operating
revenues grew 13.9% while expenses increased only 5.4%. For the six months ended
October 31, 1996, the operating  profit margin  expanded to 43.1% from 38.4% for
the six months  ended  October 31, 1996 as operating  revenues  grew 12.8% while
expenses increased only 4.2%.

Income 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 $770,000 and
$1.4  million,  respectively,  for the three months and six months ended October
31, 1996 and $682,000 and $1.2 million,  respectively,  for the three months and
six months ended October 31, 1995.

Liquidity and Capital Resources

         The Operating  Partnership's  business is not capital intensive and its
working capital requirements are generally modest. To the extent that additional
funds are required by the  Operating  Partnership  (e.g.,  to support  increased
management fees receivable or to expand its facilities to accommodate the growth
of its businesses),  the Operating  Partnership currently intends to borrow from
affiliated  or  non-affiliated  parties.  The Operating  Partnership  intends to
distribute  on a  quarterly  basis  substantially  all  its  net  income  to the
Partnership  and to Opfin.  The  Operating  Partnership  may  distribute  to the
Partnership  and to  Opfin  excess  cash,  taking  into  account  the  Operating
Partnership's financial condition,  results of operations, cash requirements and
general  economic  conditions.  On October 31, 1996,  the Operating  Partnership
declared a distribution  to its partners of $16.1  million,  payable on November
29, 1996.

                                     - 15 -

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


OPPENHEIMER CAPITAL (Continued)

Liquidity and Capital Resources (Continued)

         In December 1996, the Operating Partnership will receive an additional
purchase price payment of $3.4 million from OFI related to the Quest sale.  The
Operating Partnership will record a gain, before New York City UBT and minority
interest, of approximately $2.0 million.
     

Part II.   Other Information

           Not applicable.
















































                                     - 16 -

<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.

                                              Oppenheimer Capital, L.P.
                                     By:        Oppenheimer Financial Corp.,
                                                  its General Partner



  Date: December 9, 1996      By:    /s/ Joseph M. La Motta
                                     -----------------------
                                         Joseph M. La Motta
                                         Executive Vice President and Director
                                         of Oppenheimer Financial Corp.;
                                         Chairman and Chief Executive Officer
                                         of Oppenheimer Capital


                              By:    /s/ Sheldon M. Siegel
                                     -----------------------
                                         Sheldon M. Siegel
                                         Managing Director and Chief Financial
                                         Officer of Oppenheimer Capital



















                                     - 17 -


<PAGE>