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                                                                   EXHIBIT 10.1

                            1998 UNIT INCENTIVE PLAN
             OF PIMCO ADVISORS HOLDINGS L.P. AND PIMCO ADVISORS L.P.


            PIMCO Advisors Holdings L.P., a Delaware limited partnership
("Holdings"), and PIMCO Advisors L.P., a Delaware limited partnership
("Advisors," and together with Holdings, a "Partnership," or collectively the
"Partnerships") have adopted the 1998 Unit Incentive Plan (this "Plan"),
effective January 1, 1998, for the benefit of the members of their Management
Boards, their key employees and their consultants. This Plan amends and restates
in its entirety the 1997 Unit Incentive Plan of PIMCO Advisors Holdings L.P. and
PIMCO Advisors L.P.

            Holdings' units of limited partner interest ("Holdings LP Units")
are publicly owned. Holdings' only significant assets are units of general
partner interest in Advisors. Advisors is an operating partnership which,
directly and through its subsidiaries, engages in the investment management
business. Members of the Advisors Management Board and executive officers of
Advisors, and managing directors of subsidiaries of Advisors which are engaged
in the investment advisory business, either own Class A units of limited partner
interest in Advisors ("Advisors LP Units"), or are qualified to be admitted as
limited partners of Advisors.

            Holdings wishes to further its financial success, both through its
own efforts and by furthering the financial success of Advisors, and accordingly
it wishes (i) to obtain and retain the services of members of its Management
Board, key employees and consultants who will contribute to its growth,
development and financial success, and (ii) to support Advisors in its efforts
to obtain and retain the services of members of the Advisors Management Board,
key employees and consultants who will contribute to the growth, development and
financial success of Advisors, by offering such members, key employees and
consultants the opportunity to own, or have the right to share in the
appreciation of, Holdings LP Units, and, if they are Qualified Persons, Advisors
LP Units.

            Advisors wishes to further its financial success, and accordingly it
wishes to obtain and retain the services of members of its Management Board, key
employees and consultants who will contribute to its growth, development and
financial success, by offering such members, key employees and consultants the
opportunity to own, or have the right to share in the appreciation of, Holdings
LP Units, and, if they are Qualified Persons, Advisors LP Units.

            Holdings and Advisors wish to make tandem grants of awards under
this Plan, so that any participant in this Plan who is a Qualified Person at the
time of issuance of Units pursuant to an award made to such participant under
this Plan may elect to receive either Holdings LP Units or Advisors LP Units, or
any combination thereof.



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                                    ARTICLE I
                                   DEFINITIONS

            Wherever the following terms are used in this Plan they shall have
the meaning specified below:

               Advisors Board shall mean the Management Board of Advisors or any
successor board established by the general partner(s) of Advisors.

               Advisors LP Units is defined in the recitals to this Plan.

               Affiliate of a Person shall mean any Person directly or
indirectly controlling, controlled by or under common control with such Person.
As used in this definition of Affiliate, the term"control"means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

               Award shall mean a Unit Option Award, a Deferred Unit Award or a
Restricted Unit Award.

               Board shall mean the Holdings Board or the Advisors Board.

               Board Member shall mean a member of a Board.

               Business Entity shall mean a corporation, a business trust or
association, a real estate investment trust, a common-law trust, a limited
liability company or an unincorporated business, including a general or limited
partnership or registered limited liability partnership.

               Change of Control shall mean the acquisition (whether by way of
merger, consolidation, sale of assets, purchase of securities, or otherwise) by
a pre-existing Business Entity and its Affiliates (other than Holdings and its
Affiliates) of direct or indirect beneficial ownership of all or substantially
all of Advisors' assets or 51% or more of Advisors' units of general partner
interest or Advisors' units of partner interest, or the liquidation or
dissolution of Advisors.

               Code shall mean the Internal Revenue Code of 1986, as amended.

               Commission shall mean the Securities and Exchange Commission.

               Committee is defined in Section 6.1.

               Consultant shall mean any person other than an Employee who
renders services to Holdings or Advisors or any of their respective
Subsidiaries.

               Deferred Compensation Plan shall mean the Executive Deferred
Compensation Plan of PIMCO Advisors Holdings L.P and PIMCO Advisors L.P.




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               Deferred Unit Award shall mean an award of a right to receive
Units to the extent that such right vests prior to the time the award is
canceled or expires.

               Employee shall mean any person who renders services to Holdings
or Advisors or any of their respective Subsidiaries in the status of an
employee.

               Exchange Act shall mean the Securities Exchange Act of 1934, as
amended.

               Fair Market Value of a Unit as of a given day shall mean (i) if
Holdings LP Units are listed or admitted to trading on one or more National
Securities Exchanges, the last reported sales price per Holdings LP Unit on such
day, or if such day is not a trading day, on the trading day immediately
preceding such day, or in case no such reported sale takes place on such day,
the average of the last reported bid and asked prices per Holdings LP Unit on
such trading day, in either case on the principal National Securities Exchange
on which Holdings LP Units are listed or admitted to trading; or (ii) if
Holdings LP Units are not listed or admitted to trading on a National Securities
Exchange, an amount equal to the fair market value of such Unit as of such day
as determined by an independent appraiser selected and retained by the
Committee.

               Holdings Board shall mean the Management Board of Holdings or any
successor board established by the general partner(s) of Holdings.

               Holdings LP Units is defined in the recitals to this Plan.

               Issuer with respect to an Award shall mean the issuer of the Unit
underlying the Award.

               Management shall mean the chief executive officer of Advisors or
his delegate.

               National Securities Exchange shall mean (i) an exchange
registered with the Commission under Section 6(a) of the Exchange Act, or (ii)
the National Association of Securities Dealers Automated Quotations System.

               Non-Employee Board Member is defined in Rule 16b-3 under the
Exchange Act.

               Oppenheimer Capital shall mean Oppenheimer Capital, a Delaware
general partnership.

               Option Units shall mean Units subject to issuance upon exercise
of a Unit Option Award.

               Participant shall mean an Employee or Consultant who has been
granted an Award under this Plan.

               Partnership shall mean PIMCO Advisors Holdings L.P., a Delaware
limited partnership, or PIMCO Advisors L.P., a Delaware limited partnership.




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               Person shall mean an individual, Business Entity, trust, estate,
custodian, nominee or any other entity in its own or any representative
capacity.

               Plan shall mean the 1998 Unit Incentive Plan of PIMCO Advisors
Holdings L.P. and PIMCO Advisors L.P.

               Qualified Person is defined in the Amended and Restated Agreement
of Limited Partnership of PIMCO Advisors L.P.

               Recapitalization shall mean any distribution of Units with
respect to outstanding Units, subdivision or combination of outstanding Units,
or like action.

               Restricted Unit Award shall mean an award of Units which are
forfeited to the extent they have not vested at the time the award of such Units
is canceled or expires.

               Securities Act shall mean the Securities Act of 1933, as amended.

               Subsidiary is defined in Regulation S-X under the Securities Act.

               Transaction shall mean a merger or consolidation to which a
Partnership is a party, a sale of all or substantially all of a Partnership's
assets, or an exchange of all or substantially all of the outstanding units of
partner interest in a Partnership, in each case as a result of which a
Partnership's units of partner interest are exchanged for or converted into
cash, securities or other property ("Transaction Consideration").

               Transaction Consideration is defined in the definition of
Transaction.

               Unit Option Award shall mean an award of an option to purchase
Units to the extent that such option vests prior to the time the award is
canceled or expires.

               Units shall mean Holdings LP Units or Advisors LP Units.

               Unitholders shall mean holders of units of partner interest in a
Partnership.

                                   ARTICLE II
                  UNITS SUBJECT TO PLAN; TRANSITION PROVISIONS

            Section 2.1 Units Subject to Plan.

               (a) The total number of Units underlying Awards granted pursuant
to this Plan shall be (i) the number Units underlying Awards assumed or granted
pursuant to Section 2.2, plus (ii) two percent (2%) of the outstanding Advisors
GP and Advisors LP Units on January 1 of each year, beginning January 1, 1998,
on a cumulative basis.


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               (b) Any Units (i) subject to issuance upon exercise of a Unit
Option Award which remain unissued when such Unit Option Award is canceled or
expires, (ii) surrendered to an Issuer in payment of all or part of the purchase
price of Option Units, (iii) subject to issuance upon vesting of a Deferred Unit
Award which remain unissued when such Deferred Unit Award is canceled or
expires, or (iv) delivered to an Issuer when a Restricted Unit Award is canceled
or expires, shall in each case again be available for Awards.

            Section 2.2 Transition Provisions.

               (a) Upon the effectiveness of this Plan, each option outstanding
under the 1993 Unit Option Plan of PIMCO Advisors L.P. ("1993 Option") shall, to
the extent the holder shall have consented thereto, be replaced by a Unit Option
Award. Each such Unit Option Award shall cover the same number of Units and have
the same exercise price, term and vesting schedule as the 1993 Option which it
replaces.

               (b) Upon the effectiveness of this Plan, each option outstanding
under the 1996 Unit Incentive Plan of PIMCO Advisors L.P. ("1996 Option") shall
be replaced by a Unit Option Award. Each such Unit Option Award shall cover the
same number of Units and have the same exercise price, term and vesting schedule
as the 1996 Option which it replaces.

               (c) Upon the effectiveness of this Plan, each option outstanding
under the Oppenheimer Capital Amended and Restated Restricted Option Plan
("Opcap Option") shall be replaced by a Unit Option Award. Each such Unit Option
Award shall cover the same number of Units and have the same exercise price,
term and vesting schedule as the Opcap Option which it replaces.

               (d) Upon the effectiveness of this Plan, each right to receive
Holdings LP Units outstanding under the Oppenheimer Capital Amended and Restated
Restricted Unit Plan ("Opcap Right") shall be replaced by a Deferred Unit Award,
or if the holder of such right is an Eligible Employee under the Deferred
Compensation Plan and wishes to defer compensation recognized upon vesting of
such right, such right shall be replaced by a Restricted Unit Award, which shall
be granted to the Trustee under the Deferred Compensation Plan. Each such Award
shall cover the same number of Units and have the same term and vesting schedule
as the Opcap Right which it replaces.

               (e) Upon the effectiveness of this Plan, each unit appreciation
right granted by Oppenheimer Capital on November 4, 1997 in connection with the
acquisition by Advisors of a general partner interest in Oppenheimer Capital
("Opcap UAR") shall be replaced by a Deferred Unit Award, or if the holder of
such award is an Eligible Employee under the Deferred Compensation Plan and
wishes to defer compensation recognized upon vesting of such right, such right
shall be replaced by a Restricted Unit Award, which shall be granted to the
Trustee under the Deferred Compensation Plan. Each such Award shall cover the
same number of Units and have the same term and vesting schedule as the Opcap
UAR which it replaces.



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                                   ARTICLE III
                       ELIGIBILITY AND GRANTING OF AWARDS

            Section 3.1 Eligibility.

               Any key Employee or Consultant shall be eligible to be a
Participant.

            Section 3.2 Granting of Awards.

               (a) The Committee shall from time to time:

                    (i) Determine which of the Employees and Consultants are key
Employees and Consultants, and select from among the key Employees or
Consultants those to whom Awards should be granted;

                    (ii) Determine the Awards to be granted to each such
selected Employee and Consultant; and

                    (iii) Determine the terms and conditions of such Awards,
consistent with this Plan.

               (b) The Committee shall not grant an Award to an Employee or
Consultant except upon the recommendation of Management.


                                   ARTICLE IV
                                AWARD AGREEMENTS

            Section 4.1 Award Agreements.

               Each Award shall be evidenced by a written agreement, which shall
be executed by the Participant and both Partnerships in the case of a Unit
Option Award or a Deferred Unit Award, or by the Issuer of the Restricted Units
in the case of a Restricted Unit Award.

            Section 4.2 Unit Option Award Agreements.

               A Unit Option Award agreement shall set forth (i) the number of
Units which may be purchased by the Participant upon exercise of the option,
(ii) the exercise price per Unit, (iii) the number of Units in and vesting date
or other conditions for vesting of each installment of the option, and any
provisions for acceleration of such vesting, (iv) whether the option, to the
extent vested, may be exercised in part, (v) the terms on which the Participant
may, if he is a Qualified Person at the time, elect to receive Advisors LP Units
upon exercise of the option, and a provision that if such election is not timely
made, the Participant will receive Holdings LP Units, (vi) the terms of payment
of the exercise price, (vii) whether Units may be surrendered in payment of the
exercise price, and if so, how such Units will be valued for that purpose,
(viii) any terms and conditions of the issuance and delivery of Units purchased
by exercise of the



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option, including payment by the Participant of any required withholding taxes
and compliance with applicable securities laws, (ix) provisions for adjusting
the number of Units or changing the securities subject to such Award to reflect
any Recapitalization or Transaction, (x) the expiration date or other conditions
for expiration of the Award, and (xi) such other terms and conditions as the
Committee shall determine, consistent with this Plan.

            Section 4.3 Deferred Unit Award Agreements.

               A Deferred Unit Award agreement shall set forth (i) the initial
number of Units which shall be issued to the Participant upon vesting of the
Award, (ii) the number of Units in and vesting date or other conditions for
vesting of each installment of Units, and any provisions for acceleration of
such vesting, (iii) the terms on which the Participant may, if he is a Qualified
Person at the time, elect to receive Advisors LP Units upon vesting of the
Award, and a provision that if such election is not timely made, the Participant
will receive Holdings LP Units, (iv) provisions for adjusting the number of
Units or changing the securities subject to such Award to reflect any
Recapitalization or Transaction, (v) provisions for increasing the number of
unvested Deferred Units as of any record date for a distribution to holders of
Advisors LP Units, effective as of the date such distribution is made, by an
amount equal to (A) the distribution which would have been paid on such Deferred
Units had they been issued and outstanding on such record date, divided by (B)
the Fair Market Value of an Advisors LP Unit on such distribution date, (vi) any
terms and conditions of the issuance and delivery of vested Units, including
rounding of any fractional Unit resulting from increases to reflect Unit
distributions, payment by the Participant of any required withholding taxes or
compliance with applicable securities laws, (vii) the expiration date or other
conditions for expiration of the Award, and (viii) such other terms and
conditions as the Committee shall determine, consistent with this Plan.

            Section 4.4 Restricted Unit Award Agreements.

               A Restricted Unit Award agreement shall set forth (i) the Issuer
of the Units, and the designation and number of Units being issued, (ii) the
number of Units in and vesting date or other conditions for vesting of each
installment of Units, and any provisions for acceleration of such vesting, (iii)
provisions for escrowing of Units until they vest, retention in escrow of
extraordinary distribution on Units, release of Units to the Participant when
they vest, and delivery of Units to the Issuer to the extent they are unvested
at the time the Award is canceled or expires, (iv) any terms and conditions to
the release of vested Units to the Participant, including payment by the
Participant of any required withholding taxes and compliance with applicable
securities laws, (v) the expiration date or other conditions for expiration of
the Award, and (vi) such other terms and conditions as the Committee shall
determine, consistent with this Plan.


                                    ARTICLE V
                 ISSUANCE OF UNITS TO NON-EMPLOYEE BOARD MEMBERS

            A Non-Employee Board Member may elect to receive all or a portion of
his annual retainer fee in the form of Units. His election must be in writing
delivered to the Secretary of the Issuer of such Units, shall apply to retainer
fees payable from and after the date that the election

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is made, and shall be made no more than once with respect to retainer fees
payable in any calendar year. Units issued in respect of a retainer fee shall be
issued on the date that the retainer fee would otherwise have been paid, and
shall be valued at 91% of the Fair Market Value of the Units on the date of
issuance.


                                   ARTICLE VI
                                 ADMINISTRATION

            Section 6.1 The Committee.

               (a) There shall be a Committee for the Plan. The Committee shall
be comprised of (i) all of the members of the Holdings Board, or two or more
Non-Employee Board Members of the Holdings Board appointed by the Holdings
Board, and (ii) if all of the members of the Unit Incentive Committee of the
Advisors Board are Non-Employee Board Members, the members of such Committee, or
if not, all of the members of the Advisors Board, or two or more Non-Employee
Board Members of the Advisors Board appointed by the Advisors Board.

               (b) The Committee shall act (i) by a majority of the members of
the Committee present at a meeting, which majority shall comprise (A) all of the
Holdings Board Members, or if two or more of the Non-Employee Board Members of
the Holdings Board are the sole representatives of Holdings on the Committee, a
majority of such Non-Employee Board Members, and (B) all of the Advisors Board
Members, or if two or more of the Non-Employee Board Members of the Advisors
Board are the sole representatives of Advisors on the Committee, a majority of
such Non-Employee Board Members, or (ii) by unanimous written consent of the
members of the Committee.

               (c) The Chairperson of the Committee shall appoint a Secretary to
keep the minutes of its meetings.

               (d) The Chairperson of the Committee is authorized to execute any
instrument required to be executed by the Committee.

            Section 6.2 Duties and Powers of the Committee.

               (a) The Committee shall have full and exclusive discretionary
power and authority to operate and administer the Plan, including without
limitation exclusive discretionary power and authority:

                    (i) to administer, interpret and apply the Plan;

                    (ii) to determine eligibility for and granting of Awards;

                    (iii) to determine the terms and conditions of Award
agreements;


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                    (iv) to determine questions of vesting, cancellation or
expiration of Awards;

                    (v) to make findings of fact as necessary to make any
determinations and decisions in the exercise of such discretionary power and
authority; and

                    (vi) to engage actuaries, attorneys, accountants,
appraisers, brokers, consultants, administrators, physicians or other Persons
and to rely upon the reports, advice, opinions or valuations of any such
Persons.

               (b) Every finding, determination and decision made by the
Committee shall be final and binding upon all parties, except to the extent
found by a court of competent jurisdiction to constitute an abuse of discretion.

            Section 6.3 Payment of Expenses and Indemnification.

               (a) Advisors shall pay all expenses (including reasonable
attorneys' fees) reasonably incurred in the administration of the Plan.

               (b) Advisors shall indemnify and hold each Committee member, each
other Person rendering services with respect to the Plan or its operation or
administration, and their respective Affiliates (each, an "Indemnified Person"),
harmless from all claims, liabilities and costs (including reasonable attorneys'
fees) arising out of the good faith performance of their services with respect
to the Plan or its operation or administration.

               (c) Advisors may obtain and provide for any Indemnified Person,
at the expense of Advisors, liability insurance against liabilities imposed on
such Indemnified Person by law.

            Section 6.4 Record Keeping.

               (a) The Committee shall maintain, or cause to be maintained,
suitable records of (i) Awards granted to Participants and (iii) the Committee's
findings, determinations and decisions.

               (b) The Committee shall not be required to maintain any records
which duplicate any records maintained by the Partnerships.

            Section 6.5 Statements to Participants.

               Within sixty days after the last day of each calendar quarter,
the Partnerships shall furnish to each Participant a statement setting forth the
Awards granted to him, the number of Units covered by such Awards, the exercise
price for any Unit Option Awards, the vesting schedule for such Awards and the
extent to which such Awards have vested, and such other information as the
Committee shall instruct the Partnerships to furnish to the Participants.


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            Section 6.6 Inspection of Records.

               Copies of the Plan and the records of a Participant's Awards
shall be open to inspection by him at the principal office of Advisors at any
reasonable business hour.


                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

            Section 7.1 Awards Not Transferable.

               A Participant's Awards shall be not be liable for his debts,
contracts or engagements, or the debts, contracts or engagements of his
successors in interest, or be taken in execution by levy, attachment or
garnishment or by any other legal or equitable proceeding, nor shall the
Participant or his successors in interest have any rights to alienate,
anticipate, commute, pledge, encumber or assign any Award in any manner
whatsoever.

            Section 7.2 Amendment, Suspension or Termination of the Plan.

               This Plan may be amended, suspended or terminated at any time or
from time to time by action of both Boards; provided, however, that no
amendment, suspension or termination of this Plan shall, without the consent of
a Participant, alter or impair any rights or obligations under an Award granted
to such Participant, unless the Award agreement otherwise provides.

            Section 7.3 Change of Control.

               In the event of a Change of Control, the Committee may determine
that outstanding Awards should vest upon the consummation of such Change of
Control, or at such time prior to such consummation as the Committee shall
determine.

            Section 7.4 Compliance with Laws.

               This Plan, the granting and vesting of Awards and the issuance
and delivery of Units underlying Awards are subject to compliance with all
applicable federal and state laws, rules and regulations and to such approvals
by any listing, regulatory or governmental authority as may, in the opinion of
counsel for the Partnerships, be necessary or advisable in connection therewith.
Any security delivered under this Plan shall be subject to such restrictions,
and the Participant acquiring such securities shall, if requested by the Issuer
of such securities, provide such representations to the Issuer, as the Issuer
may deem necessary or desirable to assure compliance with all applicable legal
requirements.

            Section 7.5 Titles.

               Titles are provided herein for convenience only and are not to
serve as a basis for interpretation of this Plan.


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            Section 7.6 Governing Law.

               This Plan and any Award agreements shall be administered,
interpreted and enforced under the internal laws of the State of Delaware
without regard to principles of conflicts of laws.

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                                   CERTIFICATE


                  I hereby certify that the foregoing 1998 Unit Incentive Plan
of PIMCO Advisors Holdings L.P. and PIMCO Advisors L.P. was duly adopted by the
Management Board of PIMCO Advisors Holdings L.P. effective January 1, 1998, and
by the Management Board of PIMCO Advisors L.P. effective January 1, 1998.

                  Executed as of this 21st day of April, 1998.



                                               By  /s/ Richard M. Weil
                                                   ----------------------------
                                                       Richard M. Weil
                                                       Secretary