<PAGE>
   
                       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  January 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  15,255,070  Units of
limited partnership interest outstanding at March 10, 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                     13


PART II -         OTHER INFORMATION                                       18


                  SIGNATURES                                              19











                                      - 2 -

<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                        STATEMENTS OF FINANCIAL CONDITION

                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                  January 31, 1996               April 30, 1995
                                                              --------------------            -----------------
                                     ASSETS

<S>                                                            <C>                              <C>
Cash and short-term investments                                $                41              $            60

Investment in Oppenheimer Capital                                           24,142                        9,707

Distribution receivable (Note 3)                                            17,340                        9,545

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

Interest receivable                                                            547                          538

Other assets                                                                   126                          109

Goodwill, net                                                               42,524                       44,481
                                                              --------------------            -----------------
     TOTAL ASSETS                                              $           116,913              $        96,633
                                                              ====================            =================

<CAPTION>


                        LIABILITIES AND PARTNERS' CAPITAL

<S>                                                            <C>                              <C>
Distribution payable to partners                               $            18,106              $        10,321
                                                              --------------------            -----------------
     TOTAL LIABILITIES                                                      18,106                       10,321
                                                              --------------------            -----------------

General partner's capital                                                    1,002                          876

Limited partners' capital;  15,255,070 and 15,136,837
  Units outstanding, respectively                                           97,805                       85,436
                                                              --------------------            -----------------
     TOTAL PARTNERS' CAPITAL                                                98,807                       86,312
                                                              --------------------            -----------------
     TOTAL LIABILITIES AND
        PARTNERS' CAPITAL                                      $           116,913              $        96,633
                                                              ====================            =================
</TABLE>




        The accompanying notes are an integral part of these statements.

                                      - 3 -

<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                              STATEMENTS OF INCOME

                   (In Thousands, except for per unit amounts)

<TABLE>
<CAPTION>

                                                              Three Months Ended           Nine Months Ended
                                                                  January 31,                   January 31,
                                                         -------------------------     ------------------------
                                                             1996          1995            1996         1995
                                                         ------------   ----------     -----------   ----------
<S>                                                      <C>            <C>            <C>           <C>
REVENUES

Equity in earnings of Oppenheimer Capital:

   Operating earnings                                    $    10,776    $   7,278      $   29,540    $  23,522

   Gain on Quest sale (Note 6)                                17,734            -          17,734            -
                                                         ------------   ----------     -----------   ----------
     Total equity in earnings of Oppenheimer Capital          28,510        7,278          47,274       23,522

Interest                                                         812          815           2,437        2,441
                                                         ------------   ----------     -----------   ----------
     TOTAL REVENUES                                           29,322        8,093          49,711       25,963
                                                         ------------   ----------     -----------   ----------

EXPENSES

Amortization of goodwill                                         652          652           1,956        1,956

Other expenses (Note 4)                                           33          218             100          939
                                                         ------------   ----------     -----------   ----------
TOTAL EXPENSES                                                   685          870           2,056        2,895
                                                         ------------   ----------     -----------   ----------
NET INCOME                                               $    28,637    $   7,223      $   47,655    $  23,068
                                                         ============   ==========     ===========   ==========
NET INCOME PER UNIT (NOTES 5 AND 6)                      $      1.86    $     .47      $     3.10    $    1.51
                                                         ============   ==========     ===========   ==========
DISTRIBUTIONS DECLARED PER UNIT                          $     1.175    $     .50      $     2.35    $    1.50
                                                         ============   ==========     ===========   ==========

</TABLE>












        The accompanying notes are an integral part of these statements.

                                      - 4 -

<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                            STATEMENTS OF CASH FLOWS

                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                                      Nine Months Ended
                                                                                          January 31,
                                                                                -----------------------------
                                                                                     1996            1995
                                                                                -------------    ------------
<S>                                                                             <C>              <C>
Cash flows from operating activities
Net income                                                                      $     47,655     $    23,068
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                                                  (21,197)            672
   Amortization of goodwill                                                            1,956           1,956
   (Increase) in interest receivable                                                      (9)             (9)
   (Increase) in other assets                                                            (17)            (21)
                                                                                -------------    ------------
Net cash provided by operating activities                                             28,388          25,666
                                                                                -------------    ------------
Cash flows from investing activities
Capital contributions to Oppenheimer Capital                                            (300)            (86)
                                                                                -------------    ------------
Cash flows from financing activities Distributions to partners:
   General partner                                                                      (284)           (256)
   Limited partners                                                                  (28,123)        (25,351)
Issuance of limited partnership units on exercise of
   restricted options                                                                    300              86
                                                                                -------------    ------------
Net cash (used in) financing activities                                              (28,107)        (25,521)
                                                                                -------------    ------------
Net (decrease) increase in cash and short term investments                               (19)             59

Cash and short term investments at beginning of period                                    60              75
                                                                                -------------    ------------
Cash and short term investments at end of period                                $         41     $       134
                                                                                =============    ============
Supplemental disclosure of cash flow information:

New York City unincorporated business taxes paid                                $        117     $       960
                                                                                =============    ============



</TABLE>




        The accompanying notes are an integral part of these statements.

                                      - 5 -

<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                        NOTES TO THE FINANCIAL STATEMENTS



1.      Organization:

        Oppenheimer  Capital,  L.P. (the  "Partnership")  holds a 67.32% 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  1995 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 January 31, 1996, the Operating Partnership declared distributions to
its partners, payable on February 29, 1996, of which $17,340,000 was received by
the Partnership.

4.      Other Expenses:

        Other  expenses  consist of New York City  unincorporated  business  tax
("UBT") at a rate of 4% of taxable  income.  The decline in New York City UBT is
due to a change in the tax law effective  January 1, 1995.  After that date, the
New York City UBT is imposed on the total  income of the  Operating  Partnership
and the  Partnership  is allowed to claim a credit for its pro rata share of any
New York City UBT paid by the Operating Partnership.

        The  Partnership  is not  otherwise  subject to Federal,  state or local
income taxes which are instead 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              Nine Months Ended
                                                         January 31,                    January 31,
                                                  -------------------------      -------------------------
                                                      1996          1995             1996          1995
                                                  -----------   -----------      -----------   -----------
<S>                                               <C>           <C>              <C>           <C>
Net Income                                        $   28,637    $    7,223       $   47,655    $   23,068

Less 1% applicable to the General Partner                286            72              477           231
                                                  -----------   -----------      -----------   -----------
Net income available to the Limited Partners      $   28,351    $    7,151       $   47,178    $   22,837
                                                  ===========   ===========      ===========   ===========

Weighted average number of units outstanding          15,247        15,137           15,241        15,136
                                                  ===========   ===========      ===========   ===========

Net income per unit                               $     1.86    $      .47       $     3.10    $     1.51
                                                  ===========   ===========      ===========   ===========

</TABLE>

6.      Gain on Quest Sale:

         Included in "Equity in earnings of  Oppenheimer  Capital" for the three
and nine months ended  January 31, 1996 is a gain  resulting  from the Operating
Partnership's  sale of the investment  advisory and other contracts and business
relationships  for its  twelve  Quest  for  Value  mutual  funds to  Oppenheimer
Management Corporation ("OMC"), which is unrelated to the Operating Partnership.
The Partnership's share of the gain on the sale, which was completed on November
22, 1995, totaled  $17,734,000,  or $1.15 per unit. An additional purchase price
payment of up to $3.8 million may be received by the  Operating  Partnership  on
the first  anniversary  of the  closing if the  assets of the six  merged  fixed
income funds are then at stated levels.

        Total assets of the twelve funds were $1.7 billion at November 21, 1995.
The six equity funds involved,  representing $1.4 billion of those assets,  will
continue to be managed by Opcap,  under a subadvisory  contract with OMC,  which
will allow the current  portfolio  management  teams to remain in place. The six
fixed income  funds,  representing  approximately  $300 million of those assets,
have been merged into comparable funds managed by OMC.










                                      - 7 -

<PAGE>


                               OPPENHEIMER CAPITAL

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                 (In Thousands)
<TABLE>
<CAPTION>

                                                                January 31, 1996                 April 30, 1995
                                                             -------------------             ------------------
                                                      ASSETS
<S>                                                          <C>                             <C>
Cash and short-term investments                              $            27,520             $            9,214
Investment management fees receivable                                     40,452                         33,177
Furniture, equipment and leasehold improvements
    at cost, less accumulated depreciation and
    amortization of $2,391 and $1,867                                      3,441                          3,733
Intangible assets, less accumulated amortization
    of $330 and $395                                                       1,746                          3,012
Investments in affiliated mutual funds and other
    sponsored investment products                                          6,474                          2,887
Other assets (Note 6)                                                      1,864                          4,106
                                                             -------------------             ------------------
     TOTAL ASSETS                                            $            81,497             $           56,129
                                                             ===================             ==================

<CAPTION>

                               LIABILITIES, MINORITY INTEREST AND PARTNERS' CAPITAL
<S>                                                          <C>                             <C>
Accrued employee compensation and benefits                   $             9,631             $            8,324
Accrued expenses and other liabilities                                     6,176                          6,878
Note payable                                                                 800                          1,200
Loan payable to bank                                                           -                          9,182
Deferred investment management fees                                        2,804                          1,716
Distribution payable to partners                                          25,757                         14,282
                                                             -------------------             ------------------
     TOTAL LIABILITIES                                                    45,168                         41,582
                                                             -------------------             ------------------
Minority interest                                                            469                             87

PARTNERS' CAPITAL                                                         35,860                         14,460
                                                             -------------------             ------------------
     TOTAL LIABILITIES , MINORITY INTEREST
        AND PARTNERS' CAPITAL                                $            81,497             $           56,129
                                                             ===================             ==================

</TABLE>









        The accompanying notes are an integral part of these statements.

                                      - 8 -

<PAGE>


                               OPPENHEIMER CAPITAL

                        CONSOLIDATED STATEMENTS OF INCOME

                                 (In Thousands)

<TABLE>
<CAPTION>

                                                          Three Months Ended            Nine Months Ended
                                                              January 31,                  January 31,
                                                      --------------------------   ---------------------------
                                                          1996           1995         1996            1995
                                                      -----------    -----------   -----------    ------------
<S>                                                   <C>            <C>           <C>            <C>
OPERATING REVENUES

Investment management fees                            $   40,391     $   29,634    $  114,258     $    89,889
Net distribution assistance and commission income           (247)         2,328         1,835           5,532
Interest and dividends                                       419             79           603             184
                                                      -----------    -----------   -----------    ------------ 
TOTAL OPERATING REVENUES                                  40,563         32,041       116,696          95,605
                                                      -----------    -----------   -----------    ------------

OPERATING EXPENSES

Compensation and benefits                                 17,290         13,954        51,097          40,966
Occupancy                                                  1,704          1,526         5,118           4,793
General and administrative                                 3,291          2,890         8,872           6,917
Promotional                                                1,468          2,558         5,599           7,684
                                                      -----------    -----------   -----------    ------------
TOTAL OPERATING EXPENSES                                  23,753         20,928        70,686          60,360
                                                      -----------    -----------   -----------    ------------
OPERATING INCOME                                          16,810         11,113        46,010          35,245

Gain on Quest sale (Note 8)                               27,725              -        27,725               -
                                                      -----------    -----------   -----------    ------------
INCOME BEFORE INCOME TAXES AND
    MINORITY INTEREST                                     44,535         11,113        73,735          35,245

Income taxes (Note 3)                                     (1,860)          (233)       (3,093)           (823)
                                                      -----------    -----------   -----------    ------------
INCOME BEFORE MINORITY INTEREST                           42,675         10,880        70,642          34,422

Minority interest                                           (315)           (60)         (398)              3
                                                      -----------    -----------   -----------    ------------
NET INCOME                                            $   42,360     $   10,820    $   70,244     $    34,425
                                                      ===========    ===========   ===========    ============



</TABLE>






        The accompanying notes are an integral part of these statements.

                                      - 9 -

<PAGE>




                               OPPENHEIMER CAPITAL

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                                         Nine Months Ended
                                                                                             January 31,
                                                                                    --------------------------
                                                                                        1996           1995
                                                                                    ------------   -----------
<S>                                                                                 <C>            <C>
Cash flows from operating activities
Net income                                                                          $    70,244    $   34,425
Adjustments to reconcile net income to net cash provided by
    operating activities:
   Amortization of restricted unit compensation expense                                   1,165           960
   Depreciation and amortization                                                            736           831
   Minority interest, net of distributions                                                  382           111
(Increase) decrease in:
   Investment management fees receivable                                                 (7,275)       (2,769)
   Other assets                                                                           2,795           365
Increase (decrease) in:
   Accrued employee compensation and benefits                                             1,307          (443)
   Accrued expenses and other liabilities                                                  (702)        1,513
   Deferred investment management fees                                                    1,088          (157)
                                                                                    ------------   -----------
Net cash provided by operating activities                                                69,740        34,836
                                                                                    ------------   -----------
Cash flows from investing activities
Purchases of fixed assets                                                                  (232)       (1,295)
Intangible assets resulting from acquisitions                                                 -        (1,688)
Proceeds from sales of mutual fund shares and other investments                           2,817           752
Purchases of mutual fund shares and other investments                                    (5,891)       (3,222)
                                                                                    ------------   -----------
Net cash (used in) investing activities                                                  (3,306)       (5,453)
                                                                                    ------------   -----------
Cash flows from financing activities
Net (repayments of) proceeds from bank loans                                             (9,182)        9,257
Issuance of note payable                                                                      -         1,200
Payment of note payable                                                                    (400)            -
Distributions to partners:
   Oppenheimer Financial Corp.                                                          (12,771)      (11,704)
   Oppenheimer Capital, L.P.                                                            (26,075)      (24,195)
Contributions by Oppenheimer Capital, L.P.                                                  300            86
                                                                                     -----------   -----------
Net cash (used in) financing activities                                                 (48,128)      (25,356)
                                                                                     -----------   -----------
Net increase in cash and short term investments                                          18,306         4,027

Cash and short term investments at beginning of period                                    9,214         3,702
                                                                                     -----------   -----------
Cash and short term investments at end of period                                     $   27,520    $    7,729
                                                                                     ===========   ===========
Supplemental disclosure of cash flow information:

Interest paid                                                                        $      609    $      491
                                                                                     ===========   ===========
New York City unincorporated business taxes paid                                     $    3,025    $      625
                                                                                     ===========   ===========
</TABLE>

        The accompanying notes are an integral part of these 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 67.32%  general  partnership  interest in the  Operating
Partnership and Oppenheimer Financial Corp. ("Opfin") holds the remaining 32.68%
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  1995 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:

      Although the Operating  Partnership  is not otherwise  subject to Federal,
state or local  income  taxes,  it was  subject to New York City  unincorporated
business tax ("UBT") of $1,860,000 and $3,093,000,  respectively,  for the three
months and nine  months  ended  January  31,  1996 and  $233,000  and  $823,000,
respectively, for the three months and nine months ended January 31, 1995. There
are two reasons for the significant increase in New York City UBT. First, due to
a change in the tax law  effective  January  1,  1995,  the New York City UBT is
imposed on the total income of the Operating  Partnership and the Partnership is
allowed  to claim a credit  for its pro rata share of any New York City UBT paid
by the  Operating  Partnership.  Previously,  New  York  City  UBT was  assessed
directly at the  Partnership  level.  A second  reason for the  increase  can be
attributed to higher  earnings,  including the $27,725,000  gain realized by the
Operating Partnership on the sale of the investment advisory and other contracts
and business  relationships  for its twelve Quest for Value  mutual  funds.  The
sale, which occurred during the three months ended January 31, 1996, resulted in
New York City UBT of $1,109,000.

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 $1,200,000
promissory note bearing interest at the prime rate. On May 1, 1995, $400,000 was
paid on the promissory note, with the remainder due in two equal installments of
$400,000 on May 1, 1996 and 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  $1,629,000 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 (formerly Quest for Value Advisors), an affiliated investment
adviser.





                                     - 11 -

<PAGE>


                               OPPENHEIMER CAPITAL

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5.    Prior Period Financial Information:

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

6.    Other Assets:

      Included  in other  assets at April 30,  1995 is an  investment  in Orange
County,  California  securities.  On  December  7,  1994,  in  response  to  the
bankruptcy  filing by  Orange  County,  the  Operating  Partnership  voluntarily
purchased   $2,000,000  principal  amount  of  Orange  County  Tax  and  Revenue
Anticipation  Notes at par from a mutual fund for which Opcap  Advisors  acts as
the sole  investment  adviser.  This investment was recorded at market value. In
February 1995, the Operating  Partnership  sold a total of $1,000,000  principal
amount of the Orange  County Tax and Revenue  Anticipation  Notes and realized a
loss of  approximately  $100,000.  The  remaining  principal  amount was sold on
November 2, 1995 and the Operating  Partnership  realized an additional  loss of
approximately $60,000.

7.    Restricted Unit Plan and Restricted Option Plan

      On August 15,  1995,  the Board of  Directors  of Opfin  approved  (i) the
extension of the term of the Restricted Unit Plan and the Restricted Option Plan
(the  "Plans"),  effective as of July 9, 1994,  until July 9, 1999 or until such
earlier  time as the units  authorized  for  issuance  under the Plans have been
granted and have been vested,  and (ii) an increase in the  aggregate  number of
units authorized for issuance under the Plans to 2,475,000.

8.    Gain on Quest Sale

      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 to  Oppenheimer  Management  Corporation
("OMC"), which is unrelated to the Operating  Partnership,  for a price of $41.7
million.  An  additional  purchase  price  payment of up to $3.8  million may be
received by the Operating Partnership on the first anniversary of the closing if
the assets of the six merged fixed income funds are then at stated  levels.  The
gain on the sale,  shown  separately from operating  income on the statements of
income, amounted to $27,725,000 before New York City UBT and minority interest.

      Total  assets of the twelve  funds were $1.7 billion at November 21, 1995.
The six equity funds involved,  representing $1.4 billion of those assets,  will
continue to be managed by Opcap under a  subadvisory  contract  with OMC,  which
will allow the current  portfolio  management  teams to remain in place. The six
fixed income  funds,  representing  approximately  $300 million of those assets,
have been merged into comparable funds managed by OMC.















                                     - 12 -

<PAGE>


                                 PART I, ITEM 2

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


OPPENHEIMER CAPITAL, L.P.

General

         The  primary  sources of income  for  Oppenheimer  Capital,  L.P. ( the
"Partnership")  are its  proportionate  share of the net  income of  Oppenheimer
Capital (the "Operating  Partnership")  and interest income on a $32,193,000 par
value  10%  note due 2012  from  Oppenheimer  Equities,  Inc.  ("Equities"),  an
affiliate.

Revenues and Expenses

         The   Partnership   recorded   equity  in  earnings  of  the  Operating
Partnership  for the three months ended January 31, 1996 and January 31, 1995 of
$28,510,000 and $7,278,000,  respectively. For the nine months ended January 31,
1996 and January 31, 1995, the  Partnership  recorded  equity in earnings of the
Operating  Partnership of $47,274,000 and $23,522,000,  respectively.  Equity in
earnings  of the  Operating  Partnership  increased  for both the three and nine
month periods due to higher  operating  income of the Operating  Partnership and
due to a gain  recognized by the Operating  Partnership on the sale of the Quest
for Value  investment  advisory and other  contracts and business  relationships
(the "Quest sale") to  Oppenheimer  Management  Corporation  ("OMC").  Equity in
earnings of the Operating  Partnership  for both the three and nine months ended
January 31, 1996 included $17,734,000 related to the Quest Sale.

         Other  expenses  consist of New York City  unincorporated  business tax
("UBT").  For the three months ended January 31, 1996 and January 31, 1995,  the
Partnership's New York City UBT totaled $33,000 and $218,000,  respectively, and
for the nine months ended  January 31, 1996 and January 31, 1995,  New York City
UBT totaled  $100,000 and $939,000,  respectively.  The decline in New York City
UBT is due to a change in the tax law effective  January 1, 1995.  New York City
UBT is now  imposed on the total  income of the  Operating  Partnership  and the
Partnership  is allowed to claim a credit for its pro rata share of any New York
City UBT paid by the  Operating  Partnership.  Previously  New York City UBT was
assessed directly at the Partnership level.

         Net income for the three months ended  January 31, 1996 and January 31,
1995 amounted to $28,637,000 and $7,223,000, respectively, or $1.86 per unit and
$.47 per unit,  respectively.  Net income for the nine months ended  January 31,
1996 and January 31, 1995 amounted to $47,655,000 and $23,068,000, respectively,
or $3.10 per unit and $1.51 per unit, respectively.  For both the three and nine
months ended January 31, 1996, the gain on the Quest sale represented net income
of $17,734,000, or $1.15 per unit.

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
the Equities note. Available cash flow, which equals cash distributions from the
Operating  Partnership plus interest income from the Equities note less New York
City UBT, is distributed by the Partnership to its partners.  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 nine
months  ended  January 31,  1996,  the  Partnership  declared  distributions  to
Unitholders of $1.175 per unit and $2.35 per unit, respectively.  The $1.175 per
unit  distribution  declared  during the three months ended January 31, 1996 was
comprised  of a  $0.625  regular  quarterly  distribution  and a  $0.55  special
distribution resulting from the Quest sale.

                                     - 13 -

<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
(formerly Quest For Value Advisors),  OCC Distributors (formerly Quest For Value
Distributors),  Oppenheimer  Capital  Futures  Management,  Oppenheimer  Capital
Limited,  AMA Investment  Advisers,  L.P.  ("AMA  Advisers"),  American  Medical
Investment Co., L.P.  ("Amico"),  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, mutual
funds managed by Opcap Advisors have added to assets under management.  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.

         The value of assets under  management  increased 33.3% to $38.8 billion
at January 31, 1996 from $29.1  billion at January 31, 1995.  Institutional  and
private  account assets under  management  increased 30.6% to $30.7 billion from
$23.5  billion.  The increase in the  institutional  and private  account assets
under management is net of a lost $1.3 billion option management  account with a
low effective fee rate.  Mutual fund assets under management  increased 44.6% to
$8.1 billion from $5.6  billion for the same period.  This  increase is net of a
$300 million  reduction  in fixed  income  mutual fund assets as a result of the
Quest sale.

Gain on Quest Sale

         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 Oppenheimer Management
Corporation  ("OMC"),  which is unrelated to the  Operating  Partnership,  for a
price of $41.7  million.  An  additional  purchase  price  payment of up to $3.8
million may be received by the Operating Partnership on the first anniversary of
the  closing  if the  assets of the six merged  fixed  income  funds are then at
stated  levels.  The  gain on the  sale,  before  New York  City  unincorporated
business tax ("UBT") and minority interest, amounted to $27.7 million.

         The net  proceeds  from  the  Quest  sale  were  used to pay a  special
distribution  to  partners,  reduce  bank  borrowings,  and to fund the  working
capital needs of the Operating Partnership.

         Total  assets of the twelve  funds were $1.7  billion at  November  21,
1995. The six equity funds involved,  representing $1.4 billion of those assets,
will  continue  to be  managed  by Opcap  Advisors  (formerly  Quest  for  Value
Advisors),  an affiliated investment adviser,  under a subadvisory contract with
OMC, which will allow the current portfolio management teams to remain in place.
The six equity  funds have been  renamed the  Oppenheimer/Quest  funds.  The six
fixed income  funds,  representing  approximately  $300 million of those assets,
have been merged into comparable funds managed by OMC.

         Annual  sub-advisory  fees related to the  Oppenheimer/Quest  funds are
projected  at $6.4 million  annually,  based on assets  under  management  as of
February 27, 1996,  down from the previous $15.7 million of annual advisory fees
for the twelve  Quest for Value Funds at November  21,  1995.  This  decrease is
expected  to be offset by  increased  fund sales as a result of OMC's  extensive
mutual fund  distribution  capabilities  and by cost  reductions  related to the
Operating  Partnership's  withdrawal from the mutual fund distribution business.
Assets in the six equity funds have increased  22.1% to $1.7 billion at February
27, 1996 from $1.4 billion on November 21,  1995,  reflecting  record fund sales
and market appreciation.

                                     - 14 -


<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


OPPENHEIMER CAPITAL (Continued)

Gain on Quest Sale (continued)

         The  Operating  Partnership  implemented  a portion of the mutual  fund
distribution cost savings prior to the close of the Quest sale, and now that the
sale has been completed, costs will be reduced further. In addition, as a result
of the sale,  significant  expenditures  that would  have been made in  systems,
technology,  sales and marketing capabilities,  and new product development will
not be made. These savings are expected to emerge over time.

Operating Revenues

         Total  operating  revenues  increased  26.6% for the three months ended
January 31, 1996 to  $40,563,000  from  $32,041,000  for the three  months ended
January 31, 1995 and increased  22.1% for the nine months ended January 31, 1996
to  $116,696,000  from  $95,605,000  for the nine months ended January 31, 1995.
Total operating  revenues include  investment  management fees, net distribution
assistance and commission income, and interest and dividends.

         Investment  management  fees increased 36.3% for the three months ended
January 31, 1996 to  $40,391,000  from  $29,634,000  for the three  months ended
January 31, 1995 as average  assets under  management for the three months ended
January 31, 1996  increased  29.9% to $37.3  billion from $28.8  billion for the
three months ended January 31, 1995.  Investment management fees increased 27.1%
for the nine months ended January 31, 1996 to $114,258,000  from $89,889,000 for
the nine months ended January 31, 1995 as average  assets under  management  for
the nine months ended  January 31, 1996  increased  22.4% to $35.8  billion from
$29.2  billion  for the  nine  months  ended  January  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.

         Net  distribution   assistance  and  commission   income  decreased  to
$(247,000)  for the three months ended January 31, 1996 from  $2,328,000 for the
three months ended January 31, 1995,  and decreased  66.8% to $1,835,000 for the
nine months  ended  January 31, 1996 from  $5,532,000  for the nine months ended
January  31,  1995.  These  decreases  reflected  lower  certificate  of deposit
commission  income as a result of less  demand  for funds by banks,  lower  unit
investment trust commission  income due to industrywide  weakness as a result of
the strength of the U.S. equity markets,  and reduced distribution income as the
Operating Partnership no longer receives commissions and distribution assistance
payments on the twelve Quest for Value funds whose investment advisory and other
contracts and business relationships were sold to OMC.

         Interest and dividend income increased to $419,000 for the three months
ended  January 31, 1996 from $79,000 for the three months ended January 31, 1995
and  increased  to  $603,000  for the nine  months  ended  January 31, 1996 from
$184,000  for the nine months ended  January 31, 1995.  The increase in interest
and dividend  income can be primarily  attributed to the interest  earned on the
proceeds received from the Quest sale.

Operating Expenses

         Total expenses  increased  13.5% for the three months ended January 31,
1996 to $23,753,000 from $20,928,000 for the three months ended January 31, 1995
and increased  17.1% for the nine months ended  January 31, 1996 to  $70,686,000
from  $60,360,000  for the nine months ended January 31, 1995.  For both periods
presented,  the increase in expenses  reflected  the  expansion of the Operating
Partnership's  business,  including  new  businesses,   products  and  services,
including  Oppenheimer Capital Trust Company,  Saratoga Capital Management,  and
the  International,  Wrap Fee, and Unit Investment Trust divisions.  In order to
service an expanding institutional investment management business, the Operating
Partnership added to its client service staff. To increase efforts to obtain new
institutional  business,  additional  marketing and support staff was added.  In
addition,  the  international  division  continued  to  expand  with  additional
portfolio managers, researchers, and support staff. As a result of the expansion
outlined  above,  staff support  services such as  information  systems,  legal,
accounting and human  resources were  expanded.  These  increases were offset in
part by staff  reductions at OCC  Distributors,  AMA Investment  Advisers and in
mutual fund accounting.

                                     - 15 -

<PAGE>



                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


OPPENHEIMER CAPITAL (Continued)

Operating Expenses (continued)

         As a  result  of  the  Quest  sale,  the  number  of  employees  at OCC
Distributors  declined to 10 at January 31, 1996 from 56  employees  at July 31,
1995,  and 75 employees at January 31, 1995.  However,  to support the growth in
some of the Operating  Partnership's  newer  businesses  and the increase in the
number of accounts serviced in its core business,  the Operating Partnership has
continued to add staff to these areas.

         The major category of expense of the Operating  Partnership is employee
compensation and benefits. Compensation and benefits expense increased 23.9% for
the three months ended January 31, 1996 to $17,290,000  from $13,954,000 for the
three  months  ended  January 31, 1995 and  increased  24.7% for the nine months
ended January 31, 1996 to $51,097,000 from $40,966,000 for the nine months ended
January 31, 1995.  Compensation and benefits expense  increased due to additions
to staff in the new businesses entered into during the past year and in the core
investment  management  business,  and was offset in part by staff reductions at
OCC  Distributors,  AMA  Investment  Advisers  and in  mutual  fund  accounting.
Compensation and benefits expense also increased due to staff salary  increases.
In addition, compensation and benefits increased as a result of higher incentive
compensation  costs due to increased new business,  higher operating profits and
increased  participation by key executives in incentive  compensation plans as a
result of their individual contribution to firm profitability.

         Occupancy  expenses  increased 11.7% for the three months ended January
31, 1996 to $1,704,000  from  $1,526,000  for the three months ended January 31,
1995 and increased 6.8% for the nine months ended January 31, 1996 to $5,118,000
from  $4,793,000  for the nine months  ended  January 31,  1995.  The  increases
reflected increased amortization expense relating to leasehold improvements made
during  the past year,  increased  equipment  rental  costs and  increased  rent
expenditures.

         General  and  administrative  expenses  increased  13.9%  for the three
months ended January 31, 1996 to $3,291,000 from $2,890,000 for the three months
ended January 31, 1995. For the nine months ended January 31, 1996,  general and
administrative  expenses  increased  28.3% to $8,872,000 from $6,917,000 for the
nine months  ended  January 31,  1995.  The 13.9%  increase  from the prior year
quarter is  significantly  less than the 28.3%  increase when comparing the nine
month amounts. This decline is primarily due to reduced costs as a result of the
Quest sale and cost reductions of AMA Advisers. As a result of the Quest sale in
November  1995,  the  Operating  Partnership  was able to  eliminate  all of its
outstanding bank loans and the related interest  expense.  The 28.3% increase in
the nine month comparison is the result of costs incurred in connection with the
development of new businesses  and increased  investments in computer  equipment
and software as a result of the increased  computer support for professional and
administrative  staff,  and higher  professional  services  expenses  due to the
expansion of the  Operating  Partnership's  business,  and was offset in part by
cost savings realized from the Quest sale and cost reductions at AMA Advisers.

         Promotional expenses decreased 42.6% for the three months ended January
31, 1996 to $1,468,000  from  $2,558,000  for the three months ended January 31,
1995  and  decreased  27.1%  for the  nine  months  ended  January  31,  1996 to
$5,599,000  from  $7,684,000  for the nine months ended  January 31,  1995.  The
decrease in promotional expenses was due primarily to a reduction in promotional
expenses incurred by OCC Distributors and AMA Advisers and was offset in part by
increased  expenses  in  the  Operating  Partnership's  new  businesses  due  to
increased staff size and increased new business activities.

Operating Income

         Operating  income for the three months ended January 31, 1996 increased
51.3% to  $16,810,000  from  $11,113,000  for the three months ended January 31,
1995  and  increased  30.5%  for the  nine  months  ended  January  31,  1996 to
$46,010,000  from  $35,245,000  for the nine months ended January 31, 1995.  The
increase in  operating  income was a result of greater  increases  in  operating
revenues than in operating expenses as described above.

                                     - 16 -

<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


OPPENHEIMER CAPITAL (Continued)

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 $1,860,000
and $3,093,000, respectively, for the three months and nine months ended January
31, 1996 and $233,000 and $823,000,  respectively, for the three months and nine
months  ended  January  31,  1995.  There are two  reasons  for the  significant
increase in New York City UBT.  First,  due to a change in the tax law effective
January  1, 1995,  the New York City UBT is  imposed on the total  income of the
Operating  Partnership  and the Partnership is allowed to claim a credit for its
pro  rata  share of any New York  City  UBT paid by the  Operating  Partnership.
Previously,  New York City UBT was assessed directly at the Partnership level. A
second reason for the increase can be attributed to higher  earnings,  including
the  $27,725,000  gain realized by the Operating  Partnership on the sale of the
investment  advisory  and other  contracts  and business  relationships  for its
twelve Quest for Value mutual funds.  The sale,  which occurred during the three
months ended January 31, 1996, resulted in New York City UBT of $1,109,000.

Liquidity and Capital Resources

         The net gain on the Quest sale totaled $26.3 million. The proceeds from
the sale were used to pay a special  distribution  to partners of $12.6  million
and the  remaining  funds were used to reduce  bank  borrowings  and to fund the
working capital needs of the Operating Partnership.

         The Operating Partnership has established a $20 million credit facility
with a commercial bank to meet operating and financing  needs.  These funds have
been used to  support  increased  management  fees  receivable,  to  expand  its
facilities,   to  accommodate   the  growth  of  its  business  and  to  finance
acquisitions.

         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 January 31,
1996,  the  Operating  Partnership  declared a  distribution  to its partners of
$25,757,000, payable on February 29, 1996.

         The Operating  Partnership has two broker-dealer  subpartnerships,  OCC
Distributors  and Amico,  both of which are subject to the rules and regulations
of the  Securities  and Exchange  Commission,  which require the  maintenance of
minimum  net  capital.  For the  nine  months  ended  January  31,  1996,  these
broker-dealer subpartnerships met these minimum net capital requirements. During
the three  months  ended  January  31,  1996,  the Amico  subpartnership  ceased
operations.















                                     - 17 -


<PAGE>



Part II.   Other Information

Items 1-5.        Not applicable.















































                                     - 18 -

<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: March 12, 1996        By:    /s/ Joseph M. La Motta
                                          Joseph M. La Motta
                                          Executive Vice President and Director
                                          of Oppenheimer Financial Corp.;
                                          President and Chief Executive Officer
                                          of Oppenheimer Capital


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































                                     - 19 -

<PAGE>