<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 1998

                                       OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 For the transition period from________________ to
          __________________

                          Commission File Number 1-9597

                          PIMCO ADVISORS HOLDINGS L.P.
             (Exact name of Registrant as specified in its charter)

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


                            800 Newport Center Drive

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

                                 (949) 717-7022
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

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

            Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes ___X__ No _____


    APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEDING FIVE YEARS:

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

Yes ______ No _____

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

            As of March 31, 1998, there were 46,222,499 publicly traded units of
limited partner interest.



                               Page 1 of 71 pages

<PAGE>   2

                          PIMCO ADVISORS HOLDINGS L.P.

                          PART I--FINANCIAL INFORMATION


  ITEM 1                 FINANCIAL STATEMENTS (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                         PAGE
<S>                                                                                                     <C> 
     PIMCO ADVISORS HOLDINGS L.P.

     Statements of Financial Condition as of March 31, 1998 and December 31, 1997                        12

     Statements of Operations for the three months ended March 31, 1998 and January 31, 1997             13

     Statements of Cash Flows for the three months ended March 31, 1998 and January 31, 1997             14

     Notes to Financial Statements                                                                       15

     PIMCO ADVISORS L.P.

     Consolidated Statements of Financial Condition as of March 31,
         1998 and December 31, 1997                                                                      17

     Consolidated Statements of Operations for the three months
         ended March 31, 1998 and 1997                                                                   18

     Consolidated Statements of Cash Flows for the three months
         ended March 31, 1998 and 1997                                                                   19

     Notes to Consolidated Financial Statements                                                          20
</TABLE>


                           FORWARD LOOKING STATEMENTS

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





                                       2

<PAGE>   3

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

GENERAL

            PIMCO Advisors Holdings L.P. ("PIMCO Holdings") (formerly
Oppenheimer Capital, L.P.) is a publicly traded Delaware limited partnership
owned .01% by its general partner, PIMCO Partners, G.P. and 99.9 % by its public
limited partners ("Unitholders"). PIMCO Holdings sole business is its ownership
of an approximate 43% interest (approximately 46.2 million General Partner
units) in PIMCO Advisors L.P. ("PIMCO Advisors"), a registered investment
advisor. PIMCO Partners, G.P. and other private holders hold the remaining
interest in PIMCO Advisors. PIMCO Partners, G.P. is the sole general partner of
PIMCO Holdings and is the controlling general partner of PIMCO Advisors.

            PIMCO Advisors is one of the largest investment management companies
in the U.S. with approximately $217 billion under management at March 31, 1998.
PIMCO Advisors provides high quality fixed income and equity investment
management to institutional and retail clients, offering the investment
management expertise, performance record and reputations of its institutional
investment managers, which include the fixed income oriented Pacific Investment
Management Company and the equity oriented Oppenheimer Capital. PIMCO Advisors
business focuses on:

            Institutional Fixed Income. PIMCO Advisors provides fixed income
investment management to large and medium-sized foreign and domestic corporate
and public clients. Fixed income management is led by Pacific Investment
Management Company, which offers impressive long term performance records across
a diverse range of product offerings such as total return, international and
other duration or sector specific strategies.

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

            Institutional clients invest through separate accounts and pooled
vehicles such as the institutional share classes of PIMCO Funds, PIMCO Advisors
family of 45 proprietary mutual funds. PIMCO Advisors offers its investment
management services to institutional clients through client service
representatives of its investment management groups.

            Retail Distribution. PIMCO Advisors offers the investment expertise
of its institutional investment managers to retail investors through the retail
share classes of the PIMCO Funds, which are distributed primarily through broker
dealers including PIMCO Funds Distributors LLC ("PFD", formerly known as PIMCO
Funds Distribution Company), a wholly-owed broker-dealer which distributes and
markets shares of the retail mutual funds of PIMCO Advisors. In addition, PIMCO
Advisors offers retail investors wrap fee accounts, variable annuity products,
401K programs and various investment products through sponsored investment
companies.

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





                                       3

<PAGE>   4


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

COMBINATION OF OPPENHEIMER CAPITAL AND PIMCO ADVISORS

            On November 4, 1997, PIMCO Advisors acquired Oppenheimer Group, Inc.
("Opgroup"), whose subsidiary Oppenheimer Financial Corp. ("Opfin") owned the
32.4% managing general partner interest in Oppenheimer Capital and the one
percent general partner interest in PIMCO Holdings. In the transaction, Opgroup
became a subsidiary of PIMCO Advisors, and the Opgroup stockholders received 2.1
million PIMCO Advisors Class A units and rights to exchange up to $230 million
of outstanding term notes of Opgroup for an additional 6.9 million PIMCO
Advisors Class A units at $33 1/3 per unit. In connection with the transaction,
PIMCO Advisors split the one-percent general partner interest in PIMCO Holdings
into a .01% general partner interest and a .99% limited partner interest, and
sold the general partner interest to its general partner.

            On November 30, 1997, Oppenheimer Capital merged with a subsidiary
of PIMCO Advisors, with Oppenheimer Capital surviving (the "OpCap Merger"). In
the OpCap Merger, PIMCO Advisors acquired from PIMCO Holdings its 67.6% general
partner interest in Oppenheimer Capital in exchange for 26.1 million PIMCO
Advisors Class A units, representing an approximate 24% general partner interest
in PIMCO Advisors. As a result, Oppenheimer Capital became a wholly-owned
subsidiary of PIMCO Advisors, and the limited partner units of PIMCO Holdings
came to represent an investment in the business of PIMCO Advisors. On December
1, 1997, PIMCO Holdings effected a 1.67 for 1 split of the PIMCO Holdings units,
so that each PIMCO Holdings unit outstanding after the split represented an
economic interest in one PIMCO Advisors unit.

            On December 31, 1997, PIMCO Advisors caused its 19.5 million
publicly held units to be contributed to PIMCO Holdings in exchange for an equal
number of PIMCO Holdings units. As a result, PIMCO Advisors ceased to be
publicly traded, and PIMCO Holdings' general partner interest in PIMCO Advisors
increased to approximately 43%.

            Prior to the OpCap Merger, PIMCO Holdings reported its results of
operations and its financial position based on an April 30 fiscal year end. Upon
completion of the OpCap Merger, PIMCO Holdings changed its fiscal year to a
calendar year to correspond with that of PIMCO Advisors.

PIMCO ADVISORS HOLDINGS L.P.

COMPARATIVE RESULTS OF OPERATIONS

QUARTER ENDED MARCH 31, 1998 COMPARED TO PRO FORMA QUARTER ENDED MARCH 31, 1997

            Because of the different ownership interests during the historical
reporting periods and the different fiscal quarter ends of the historical
reporting periods, management has included below certain pro forma financial
information as if the above discussed transactions had been completed as of
January 1, 1996. Pro forma results eliminate the significant comparative
differences in the historical results of operations arising primarily from the
inclusion of 67% of Oppenheimer Capital's stand alone results prior to November
30, 1997 as compared with 43% of the consolidated results of PIMCO Advisors
after December 31, 1997, and from certain events effected in the transactions
principally related to the creation and amortization of intangible assets.

            The pro forma results of PIMCO Advisors are discussed separately
under "PIMCO Advisors L.P." The following tables compare actual results of
operations of PIMCO Holdings and PIMCO




                                       4

<PAGE>   5

Advisors for the quarter ended March 31, 1998 and the pro forma results of
operations for the quarter ended March 31, 1997 as if the acquisition discussed
above had occurred on January 1, 1996.


<TABLE>
<CAPTION>
                                                          PIMCO ADVISORS HOLDINGS L.P.
                                                  -----------------------------------------------
                                                      FOR THE THREE MONTHS ENDED MARCH 31,
                                                         1998                      1997
                                                       ---------               ----------
                                                        ACTUAL                  PRO FORMA
                                                  (Dollars in thousands, except per unit amounts)
                                                  -----------------------------------------------
<S>                                                    <C>                     <C>       
Equity in earnings of PIMCO Advisors L.P               $  20,038               $   12,670
Other expenses                                             3,513                       --
                                                       ---------               ----------
NET INCOME                                                16,525               $   12,670
                                                       =========               ==========

BASIC NET INCOME PER UNIT                              $    0.36               $     0.28
                                                       =========               ==========
DILUTED NET INCOME PER UNIT                            $    0.34               $     0.27
                                                       =========               ==========
DISTRIBUTIONS DECLARED PER UNIT                        $    0.53                      N/A
                                                       =========               ==========
</TABLE>



<TABLE>
<CAPTION>
                                                                              PIMCO ADVISORS L.P.
                                                                        ------------------------------------
                                                                        FOR THE THREE MONTHS ENDED MARCH 31,
                                                                            1998                   1997
                                                                          --------               --------
                                                                           ACTUAL                PRO FORMA
                                                                                (Dollars in thousands)
                                                                        ------------------------------------
<S>                                                                       <C>                    <C>     
REVENUES
     Investment advisory fees:
            Private accounts                                              $129,150               $102,457
            Proprietary Funds                                               46,813                 36,979
     Distribution and servicing fees                                        17,894                 14,913
                                                                          --------               --------
            Total revenues                                                 193,857                154,349
                                                                          --------               --------

EXPENSES

     Compensation and benefits                                              83,851                 64,503
     Commissions                                                            17,241                 13,531
     Amortization of intangible assets, Restricted Unit and
        Option Plans                                                        19,658                 25,452
     General and administrative                                              8,931                  6,962
     Occupancy and equipment                                                 5,122                  4,168
     Other expense, net                                                     12,272                  9,510
                                                                          --------               --------
            Total expenses                                                 147,075                124,126
                                                                          --------               --------
NET INCOME                                                                $ 46,782               $ 30,223
                                                                          ========               ========
</TABLE>





                                       5

<PAGE>   6

The above pro forma operating results give effect to:

(i)       Conversion of PIMCO Holdings to a calendar year reporting basis;
(ii)      The issuance of 2.1 million restricted Class A limited partner units
          in connection with the acquisition of the privately held 33% interest
          in Oppenheimer Capital which occurred on November 4, 1997 ("Opgroup
          Transaction");
(iii)     The assumed exchange of $230 million of previously existing
          exchangeable debt for an additional 6.9 million PIMCO Advisors Class A
          units, of which $146.9 million had been exchanged as of December 31,
          1997;
(iv)      The contribution of the 67% interest in Oppenheimer Capital by PIMCO
          Holdings for 26.1 million PIMCO Advisors Class A units which occurred
          on November 30, 1997 in the OpCap Merger;
(v)       The addition of approximately $897.5 million of intangible assets at
          PIMCO Advisors which arose on November 4, 1997 as result of the
          Opgroup Transaction and which will be amortized over 20 years;
(vi)      The issuance of approximately 2.2 million restricted unit rights
          resulting in a deferred compensation charge of $67.8 million to be
          amortized over a 5 year period that occurred on November 4, 1997;
(vii)     The elimination of the priority distribution structure related to 
          pre-December 31, 1997 rights of PIMCO Advisors Class A units; and
(viii)    The repayment of the Equities Note in November 1997 and the resulting
          elimination of interest income and related expense.

            This pro forma information is not intended to reflect the results
that actually would have been obtained if the operations were consolidated
during the periods presented, nor is it an indication of future results.

            PIMCO Holdings realized $20.0 million as its proportionate share of
earnings of PIMCO Advisors (approximately 43%) during the quarter ended March
31, 1998 as compared with $12.7 million pro forma in first quarter of 1997, an
increase of $7.4 million or 58.2%. This increase in earnings was the result of
an increase in the net income of PIMCO Advisors, resulting principally from its
increased managed assets and the related revenues, offset by operating expense
increases.

            The amortization of intangible assets at PIMCO Advisors in 1997
includes a charge of approximately $6.5 million related to the amortization of
the intangible value (approximately $80.7 million) assigned to PIMCO Advisors'
master limited partnership (MLP) structure, originally scheduled to expire on
December 31, 1997. Under the change in the tax laws enacted in August of 1997,
PIMCO Holdings elected to continue to be treated as a publicly traded
partnership, subject to a 3.5% federal tax on allocable gross income from active
businesses, however, there is no specific intangible amortization related to
this structure in the future. It is expected, therefore, that amortization of
the remaining intangibles, including both the amortization of goodwill and
restricted unit and option plans, will approximate $80 million annually. Based
upon current operating margins, the newly enacted tax amounts to an approximate
17% to 18% reduction in otherwise reportable net income and an 11% to 12%
reduction in cash flow otherwise available for distribution, aggregating
approximately $3.5 million in the first quarter of 1998.




                                       6
<PAGE>   7

QUARTER ENDED MARCH 31, 1998 COMPARED TO THE HISTORICAL FISCAL QUARTER ENDED
JANUARY 31, 1997

            PIMCO Holdings recorded equity in earnings of PIMCO Advisors for the
quarter ended March 31, 1998 of $20.0 million compared to equity in earnings of
$15.4 million for the quarter ended January 31, 1997. Equity in earnings of
Oppenheimer Capital for the quarter ended January 31, 1997 included gains
recognized by Oppenheimer Capital on the Quest sales of $1.8 million. Interest
income of $812,000 during the quarter ended January 31, 1997 represented
interest earned on the Equities Note for the period.

            PIMCO Holdings recorded no amortization of intangible assets during
the quarter ended March 31, 1998 compared to $652,000 during the quarter ended
January 31, 1997. Other expenses amounted to $3.5 million during the quarter
ended March 31, 1998 compared to $33,000 for the quarter January 31, 1997. The
increase in other expenses was primarily a result of the newly enacted federal
and state taxes imposed on publicly traded master limited partnerships starting
in January 1998.

TAXES

            PIMCO Holdings is not subject to federal, state, or local income
taxes, which are the obligations of individual partners. However, beginning in
calendar year 1998, PIMCO Holdings elected to be subject to a 3.5% federal tax
on its share of PIMCO Advisors' gross income from the active conduct of a trade
or business in order to retain its partnership status. The imposition of this
tax will reduce both net income and cash available for distribution to partners
from levels that would otherwise be available. Similar taxes may be imposed by
states in which PIMCO Holdings operates.

LIQUIDITY AND CAPITAL RESOURCES

            PIMCO Holdings is dependent upon the operating cash flow of PIMCO
Advisors for its liquidity and capital resources. For the quarter ended March
31, 1998, PIMCO Holdings declared total distributions to holders of PIMCO
Holdings units of $0.53 per unit compared to distributions declared during the
quarter ended January 31, 1997 of $0.56 (including the $0.06 per unit special
distribution in 1997 resulting from the Deferred Purchase Payment received on
the Quest sale). PIMCO Holdings' policy is to distribute substantially all its
net operating cash flow on an annual basis. Distributions are declared to
unitholders of record on March 31, June 30, September 30 and December 31 and
paid within thirty days following the end of each calendar quarter. Because
PIMCO Holdings' sole business is to hold an investment as a general partner of
PIMCO Advisors, the operating cash flow of PIMCO Holdings consists of
distributions from PIMCO Advisors. Because PIMCO Advisors currently pays all
expenses of PIMCO Holdings other than taxes, PIMCO Holdings' per unit
distributions generally equal the PIMCO Advisors distributions, less applicable
taxes. The Management Board of PIMCO Advisors has set a quarterly distribution
rate of $0.60 per PIMCO Advisors unit for the first three calendar quarters of
1998, which equates to a distribution rate at PIMCO Holdings of $0.53 per unit
after taxes.

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






                                       7
<PAGE>   8

PIMCO ADVISORS L.P.

COMPARATIVE RESULTS OF OPERATIONS

QUARTER ENDED MARCH 31, 1998 COMPARED TO PRO FORMA QUARTER ENDED MARCH 31, 1997

REVENUES

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

            Generally, such fees are determined based upon a percentage of
client assets under management and are billed quarterly to institutional
clients, either in advance or arrears, depending on the agreement with the
client and monthly in arrears to the PIMCO Funds. Revenues are determined in
large part based upon the level of assets under management, which itself is
dependent upon factors including market conditions, client decisions to add or
withdraw assets from PIMCO Advisors' management, and PIMCO Advisors' ability to
attract new clients. In addition, PIMCO Advisors has certain accounts which are
subject to performance based fee schedules wherein performance relative to the
S&P 500 Index or other benchmarks over a particular time period can result in
additional fees. Such performance based fees can have a significant effect on
revenues, and provide an opportunity to earn higher fees (as well as lower) than
could be obtained under fee arrangements based solely on a percentage of assets
under management.

The following table sets forth the composition of PIMCO Advisors assets under
management for the quarter ended March 31, 1998 compared to pro forma March 31,
1997:

<TABLE>
<CAPTION>
                                                 MARCH 31, 1998         MARCH 31, 1997
                                                 --------------         --------------
                                                    ACTUAL                PRO FORMA
                                                 --------------         --------------
                                                          (Dollars in millions)
<S>                                               <C>                    <C>     
ASSETS UNDER MANAGEMENT BY SOURCE:
     Institutional separate accounts
            Fixed income                            $ 88,569               $ 64,105
            Equity                                    55,328                 44,606
     Retail products and mutual funds                 73,752                 52,434
                                                    --------               --------
                        Total                       $217,649               $161,145
                                                    ========               ========

ASSETS UNDER MANAGEMENT BY TYPE:
     Fixed income                                   $121,080               $ 88,304
     Equity                                           93,575                 69,604
     Money market                                      2,994                  3,237
                                                    --------               --------
                        Total                       $217,649               $161,145
                                                    ========               ========
</TABLE>

            PIMCO Advisors' consolidated revenues, including those of its
wholly-owned subsidiary PFD, were $193.9 million for the quarter ended March 31,
1998 compared to $154.3 million pro forma in the first quarter of 1997, an
increase of $39.6 million or 25.6%. Advisory revenues were $176.0 million for
the quarter ended March 31, 1998 compared to $139.4 million for the same pro
forma period in 1997, an increase of $36.6 million or 26.2%. Distribution and
servicing revenues for the quarter ended March 31, 1998 increased to $17.9
million from $14.9 million for the same pro forma period in 1997. The increase
in PIMCO Advisors revenues for the quarter ended March 31, 1998 was influenced
predominantly by a pro forma $56.5 billion or 35.1% year over year increase in
assets under management as of March 31,





                                       8
<PAGE>   9

1998, which included $18 billion of net cash inflows. Assets under management
aggregated $217.6 billion at March 31, 1998. During the quarter ended March 31,
1998, assets under management increased $18.1 billion, including net cash
inflows of $5.5 billion. There can be no assurances that future increases in
assets under management, cash flows or market activity will occur at the rates
experienced recently. Performance based fees were $4.8 million for the quarter
ended March 31, 1998 compared to $1.6 million during the same pro forma period
in 1997. The increase in performance based fees occurred principally in an
equity product seeking to outperform the S&P 500 Index.

EXPENSES

            Compensation and benefits for the quarter ended March 31, 1998 were
$83.9 million, which was $19.3 million or 30.0% higher than the same pro forma
period in 1997. This increase reflects additional staffing, at both Pacific
Investment Management Company and Oppenheimer Capital, as well as higher profit
sharing expenses which are based on profits of each of the investment management
subsidiaries.

            Commission expenses related to sales and servicing of retail mutual
funds and similar products, increased $3.7 million to $17.2 million in the first
quarter of 1998 compared to the same pro forma period in 1997, reflecting higher
"trail" commissions due to an increased level of qualifying assets, as well as
increased "up front" commissions on higher current sales levels. Commission
expenses are primarily incurred by PFD and are paid primarily to broker-dealers
and their sales people for the sale of PIMCO Advisors retail-oriented mutual
funds. These include "up-front" commissions paid at the time of sale of the
mutual funds, "trail" commissions for the maintenance of assets in the mutual
funds and service fee commissions paid for services provided to mutual fund
shareholders. The level of commission expense will vary according to the level
of assets in the mutual funds (on which trail and service fee commissions are
determined) and on the level of sales of mutual funds (on which up-front
commissions are determined). Trail and service fee commissions are generally
paid quarterly beginning one year after sale of the mutual funds.

            General and administrative expenses were to $8.9 million during the
quarter ended March 31, 1998, an increase of $1.9 million or 28.3% over the same
pro forma period in 1997. This increase can be primarily attributed to the 1997
conversion of the retail share classes of the PIMCO Funds to a fixed
administrative fee basis resulting in increases to this cost category for
expenses previously borne directly by the funds and a corresponding increase in
such asset levels since last year. Occupancy and equipment increased by $1.0
million to $5.1 million for the quarter ended March 31, 1998 in comparison to
the same pro forma period in 1997. The increase can be attributed primarily to
additional office space and equipment as a result of the additional staffing.

            Amortization of intangible assets were $13.8 million for the quarter
ended March 31, 1998 compared to $20.2 million pro forma in the first quarter of
1997, a decrease of $6.4 million or 31.9%. The amortization of intangible assets
in 1997 includes a charge of approximately $6.4 million related to the
amortization of the intangible value (approximately $80.7 million) assigned to
PIMCO Advisors' MLP structure, originally scheduled to expire on December 31,
1997. It is expected that amortization of the remaining intangibles will
approximate $55 million annually.

            Restricted unit and option plan costs amounted to $5.9 million in
the quarter ended March 31, 1998 and $5.3 million pro forma in the comparable
quarter of 1997. It is expected that such charges will approximate $24 to $25
million annually.

            Other cash expenses increased by $2.8 million for the quarter ended
March 31, 1998 in comparison to the same pro forma 1997 period due principally
to increases in marketing and





                                       9
<PAGE>   10

promotional costs and professional fees as well as other increases reflective of
inflation and increased staffing.

LIQUIDITY AND CAPITAL RESOURCES

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

            PIMCO Advisors had approximately $136.3 million of cash and cash
equivalents and short-term investments at March 31, 1998 compared to
approximately $67.9 million at December 31, 1997. PIMCO Advisors liquidity not
otherwise used for quarterly distributions will be used for general purposes
including profit-sharing payments, seed money for new mutual funds and brokers'
commissions on sales of mutual fund shares distributed without a front-end sales
load. PIMCO Advisors believes that the level of such commissions may increase in
the future due to the introduction of new products and mutual fund pricing
structures which may require an alternate financing source.

            For the quarter ended March 31, 1998, PIMCO Advisors declared total
distributions to holders of PIMCO Advisors units of $0.60. PIMCO Advisors'
policy is to distribute substantially all its net cash flow on an annual basis.
Distributions are declared and paid to unitholders within thirty days following
the end of each calendar quarter to holders of record on March 31, June 30,
September 30 and December 31 of each year. The Management Board of PIMCO
Advisors has set a quarterly distribution rate of $0.60 per PIMCO Advisors unit
for the first three calendar quarters of 1998, which equates to a distribution
rate at PIMCO Holdings (after taxes at PIMCO Holdings) of $0.53 per unit. Actual
distribution levels will depend on the financial performance of PIMCO Advisors.
There can be no assurance that the stated distribution rates will be achieved.
Distributions made by PIMCO Holdings will depend on the profitability of the
investment management business of PIMCO Advisors, which is affected in part by
overall economic conditions and other factors affecting capital markets
generally, many of which are beyond the control of PIMCO Holdings and PIMCO
Advisors.

            PIMCO Advisors assumed $230.0 million of 6% exchangeable debt in
connection with the Oppenheimer Capital acquisition in November 1997. In
December of 1997, $146.9 million of that debt was exchanged for Class A units at
a rate of $33.33 per unit. The remaining $83.1 million of such debt is expected
to be exchanged for units on the same terms upon the expiration of certain tax
contingencies over the next 6 to 7 years. In November 1997, PIMCO Advisors
amended its April 1996, four year revolving line of credit to increase the
available amount for working capital purposes from $25 million to $75 million.
As of March 31, 1998, $65 million was outstanding under this facility. PIMCO
Advisors is currently negotiating an expanded, syndicated five year revolving
credit facility, expected to be finalized in the second quarter of 1998.

OTHER FACTORS

            During the quarter ended March 31, 1998, assets under management for
PIMCO Advisors and its subsidiaries increased $18.1 billion. While net cash
inflows for PIMCO Advisors, as a whole, were significant ($5.5 billion during
the first quarter of 1998), Columbus Circle Investors continued to experience
net cash outflows ($675 million during first quarter of 1998), significantly
slowing the trend seen over the last year.

            PIMCO Advisors and its subsidiaries are aware of and addressing the
issues surrounding technology and the year 2000. PIMCO Advisors continues to
audit its proprietary and purchased





                                       10
<PAGE>   11

systems and anticipates that any required conversions and upgrades will be
completed in 1999. Year 2000 technology conversions are not expected to result
in any material cost or impact on operations.

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








                                       11
<PAGE>   12

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


<TABLE>
<CAPTION>
                                                                                           MARCH 31, 1998        DECEMBER 31, 1997
                                                                                           --------------        -----------------
                                                                                                    (Dollars in thousands)
----------------------------------------------------------------------------------------------------------------------------------
ASSETS
     Current assets:
<S>                                                                                            <C>                    <C>     
         Cash and cash equivalents                                                             $ 15,620               $ 15,522
         Distribution receivable and other current assets                                        27,801                 15,187
                                                                                               --------               --------
            Total current assets                                                                 43,421                 30,709
     Investment in operating partnership                                                        400,574                408,137
     Other non current assets                                                                       153                    118
                                                                                               --------               --------

TOTAL ASSETS                                                                                   $444,148               $438,964
                                                                                               ========               ========


LIABILITIES

     Distribution payable                                                                      $ 24,501               $ 15,112
     Other current liabilities                                                                   19,150                 15,515
                                                                                               --------               --------
            Total liabilities                                                                    43,651                 30,627
                                                                                               --------               --------

PARTNERS' CAPITAL

     General Partner                                                                                 44                     41
     Limited Partners (46,222,499 units issued and outstanding at March 31, 1998
        and 45,531,583 units issued and outstanding at December 31, 1997)
                                                                                                400,453                408,296
                                                                                               --------               --------
            Total Partners' Capital                                                             400,497                408,337
                                                                                               --------               --------

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                                        $444,148               $438,964
                                                                                               ========               ========
</TABLE>





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








                                       12
<PAGE>   13


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


<TABLE>
<CAPTION>
                                                          FOR THE THREE MONTHS ENDED   FOR THE THREE MONTHS ENDED
                                                          --------------------------   --------------------------  
                                                                 MARCH 31, 1998             JANUARY 31, 1997
                                                          --------------------------   --------------------------  
                                                              (Dollars in thousands, except per unit amounts)
<S>                                                                  <C>                        <C>    
REVENUES:
   Equity in earnings of operating partnership:
            Operating earnings                                       $20,038                    $13,584
            Gain on Quest sales                                           --                      1,800
                                                                     -------                    -------
            Total equity in earnings of operating
                 partnership                                          20,038                     15,384
   Interest                                                               --                        812
                                                                     -------                    -------
                        Total revenues                                20,038                     16,196
                                                                     -------                    -------
EXPENSES:

   Amortization of intangible assets                                      --                        652
   Other                                                               3,513                         33
                                                                     -------                    -------
                        Total expenses                                 3,513                        685
                                                                     -------                    -------
NET INCOME                                                           $16,525                    $15,511
                                                                     =======                    =======

BASIC NET INCOME PER UNIT                                            $  0.36                    $  0.60
                                                                     =======                    =======
DILUTED NET INCOME PER UNIT                                          $  0.34                    $  0.60
                                                                     =======                    =======
DISTRIBUTIONS DECLARED PER UNIT                                      $  0.53                    $  0.56
                                                                     =======                    =======
</TABLE>





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






                                       13
<PAGE>   14



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


<TABLE>
<CAPTION>
                                                                  FOR THE THREE MONTHS         FOR THE THREE MONTHS
                                                                          ENDED                       ENDED
                                                                  -----------------            --------------------
                                                                     MARCH 31, 1998              JANUARY 31, 1997
                                                                  -----------------            --------------------
                                                                                (Dollars in thousands)
<S>                                                                     <C>                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                                              $ 16,525                     $ 15,511
Adjustments to reconcile net income to
  net cash provided by operating activities:
     Distributions received less than the equity in
         earnings of operating partnerships                               (4,952)                      (4,494)
     Amortization of intangibles                                                                          652
     Change in operating assets and liabilities:
         Change in other assets                                              (15)                         (11)
         Change in other liabilities                                       3,635                           --
                                                                        --------                     --------
Net cash provided by operating activities                                 15,193                       11,658
                                                                        --------                     --------

CASH FLOWS FROM INVESTING ACTIVITIES:

Investment in operating partnerships                                        (120)                          --
                                                                        --------                     --------
Net cash used in investing activities                                       (120)                          --
                                                                        --------                     --------

CASH FLOWS FROM FINANCING ACTIVITIES:

Cash distributions paid                                                  (15,112)                     (11,641)
Capital contribution from General Partner                                     17                           --
Issuance of limited partnership units on
   exercise of options                                                       120                           --
                                                                        --------                     --------
Net cash used in financing activities                                    (14,975)                     (11,641)
                                                                        --------                     --------

Net increase (decrease) in cash and cash equivalents                          98                           17
Cash and cash equivalents, beginning of period                            15,522                           55
                                                                        --------                     --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                $ 15,620                     $     72
                                                                        ========                     ========

SUPPLEMENTAL DISCLOSURE
New York City unincorporated business tax paid                          $      -                     $     35
                                                                        ========                     ========
</TABLE>



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






                                       14
<PAGE>   15
                          PIMCO ADVISORS HOLDINGS L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

 (1)        The condensed financial statements included herein have been
            prepared without audit in accordance with the instructions to Form
            10-Q pursuant to the rules and regulations of the Securities and
            Exchange Commission. Certain information and footnote disclosures
            normally included in financial statements prepared in accordance
            with generally accepted accounting principles have been condensed or
            omitted pursuant to such rules and regulations. In the opinion of
            PIMCO Partners, G.P., the General Partner, all adjustments,
            consisting only of normal recurring adjustments, necessary for a
            fair presentation of (a) the financial condition at March 31, 1998
            and December 31, 1997, (b) the results of operations for the
            three-month periods ended March 31, 1998 and January 31, 1997, and
            (c) the cash flows for the three-month periods ended March 31, 1998
            and January 31, 1997, for PIMCO Advisors Holdings L.P. ("PIMCO
            Holdings") (formerly Oppenheimer Capital, L.P) have been made. It is
            suggested that these unaudited condensed consolidated financial
            statements be read in conjunction with the consolidated financial
            statements and notes included in PIMCO Holdings' Annual Report on
            Form 10-K for the year ended December 31, 1997. Certain
            reclassifications have been made to conform the prior period
            presentation to the current period presentation. These interim
            results may not be indicative of the results which may occur in the
            future. (See - Management's Discussion and Analysis of Financial
            Condition and Results of Operations - Comparative Results of
            Operations).

(2)         PIMCO Holdings is a publicly traded limited partnership owned .01%
            by its general partner, PIMCO Partners, G.P. and 99.99% by its
            public limited partners ("Unitholders"). PIMCO Holdings' sole
            business is its ownership of an approximate 43% interest
            (approximately 46.2 million GP Units) in PIMCO Advisors L.P. ("PIMCO
            Advisors"), a registered investment advisor. PIMCO Partners, G.P.
            and other private holders hold the remaining interests in PIMCO
            Advisors. The financial statements of PIMCO Holdings should be read
            in conjunction with the consolidated financial statements of PIMCO
            Advisors.

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

            On November 30, 1997, Oppenheimer Capital merged with a subsidiary
            of PIMCO Advisors, with Oppenheimer Capital surviving (the "OpCap
            Merger"). In the OpCap Merger, PIMCO Advisors acquired from PIMCO
            Holdings its 67.6% general partner interest in Oppenheimer Capital
            in exchange for 26.1 million PIMCO Advisors Class A units,
            representing an approximate 24% general partner interest in PIMCO
            Advisors. As a result, Oppenheimer Capital became a wholly-owned
            subsidiary of PIMCO Advisors and the limited partner units of PIMCO
            Holdings came to represent an indirect investment in the business of
            PIMCO Advisors. On December 1, 1997, PIMCO Holdings effected a 1.67
            for 1 split of the PIMCO Holding units, so that each PIMCO Holdings
            unit outstanding after the split represented an economic interest in
            one PIMCO Advisors unit. The transaction was accounted for at book
            value of PIMCO Advisors, as a transaction between related parties.




                                       15
<PAGE>   16

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


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

            Prior to November 4, 1997, PIMCO Holdings was a publicly traded
            limited partnership owned 1% by its general partner, Opfin and 99%
            by its public limited partners. PIMCO Holdings sole business was its
            ownership of a 67.6% interest in Oppenheimer Capital, a registered
            investment adviser. Opfin held the remaining 32.4% interest in
            Oppenheimer Capital.

(3)         Effective December 1, 1997, PIMCO Holdings effected a 1.67 for 1
            unit split of PIMCO Holdings units. For purposes of these financial
            statements, all units outstanding, and all per unit amounts, have
            been restated to reflect the split of the PIMCO Holdings units.

            Prior to the OpCap Merger, PIMCO Holdings reported its results of
            operations and its financial position based on an April 30 fiscal
            year end. Upon completion of the OpCap Merger, PIMCO Holdings
            changed its fiscal year to a calendar year to correspond with that
            of PIMCO Advisors. Accordingly, current calendar quarter information
            is reported and compared with the historical quarterly information
            for the fiscal quarter ending within the corresponding calendar
            quarter of the prior year.

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

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






                                       16
<PAGE>   17

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


<TABLE>
<CAPTION>
                                                                                                 MARCH 31, 1998  DECEMBER 31, 1997
                                                                                                 --------------  -----------------
                                                                                                     (Dollars in thousands)
<S>                                                                                                <C>             <C>        
ASSETS

Current assets:
     Cash and cash equivalents                                                                     $    90,423     $    34,301
     Short term investments                                                                             45,828          33,611
     Fees receivable                                                                                   152,915         148,283
     Other current assets                                                                                6,723           8,044
                                                                                                   -----------     -----------
            Total current assets                                                                       295,889         224,239
Investment in unconsolidated partnerships                                                                4,948           4,336
Fixed assets - net of accumulated depreciation and amortization                                         15,125          15,418
Intangible assets - net of accumulated amortization                                                  1,047,106       1,060,869
Other non current assets                                                                                52,705          38,174
                                                                                                   -----------     -----------
                        TOTAL ASSETS                                                               $ 1,415,773     $ 1,343,036
                                                                                                   ===========     ===========

LIABILITIES

Current liabilities:
     Accounts payable, accrued expenses and other current liabilities                              $    58,500     $    46,258
     Accrued compensation                                                                               66,505          50,033
     Distribution payable                                                                               64,804          61,786
     Short term borrowings                                                                              65,000          30,000
                                                                                                   -----------     -----------
            Total current liabilities                                                                  254,809         188,077
Long term notes                                                                                         83,129          83,129
Other non current liabilities                                                                           22,760          17,765
                                                                                                   -----------     -----------
                        Total liabilities                                                              360,698         288,971
                                                                                                   -----------     -----------

PARTNERS' CAPITAL

General Partner (47,022,498 units issued and outstanding at March 31, 1998 and 46,336,184 units
     issued and outstanding at December 31, 1997)                                                      805,204         812,884

Class A Limited Partners (61,043,526 units issued and outstanding at March 31, 1998 and
     27,201,200 units issued and outstanding at December 31, 1997)
                                                                                                       336,591         246,950
Class B Limited Partners (no units outstanding at March 31, 1998 and 32,993,050
     units issued and outstanding at December 31, 1997)                                                     --          65,662

Unamortized compensation                                                                               (86,720)        (71,431)
                                                                                                   -----------     -----------
            Total Partners' Capital                                                                  1,055,075       1,054,065
                                                                                                   -----------     -----------

                        TOTAL LIABILITIES AND PARTNERS' CAPITAL                                    $ 1,415,773     $ 1,343,036
                                                                                                   ===========     ===========
</TABLE>





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





                                       17
<PAGE>   18

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


<TABLE>
<CAPTION>
                                                                                              FOR THE THREE MONTHS ENDED
                                                                                         -------------------------------------
                                                                                         MARCH 31, 1998         MARCH 31, 1997
                                                                                         --------------         --------------
                                                                                                (Dollars in thousands)
<S>                                                                                        <C>                    <C>     
REVENUES

     Investment advisory fees:
            Private accounts                                                               $129,150               $ 52,533
            Proprietary Funds                                                                46,813                 36,980
     Distribution and servicing fees                                                         17,894                 13,793
                                                                                           --------               --------
            Total revenues                                                                  193,857                103,306
                                                                                           --------               --------

EXPENSES

     Compensation and benefits                                                               83,851                 45,178
     Commissions                                                                             17,241                 10,248
     Amortization of intangible assets, Restricted Unit and Option Plans                     19,658                 10,293
     General and administrative                                                               8,931                  5,491
     Occupancy and equipment                                                                  5,122                  2,460
     Other                                                                                   12,272                  6,447
                                                                                           --------               --------
            Total expenses                                                                  147,075                 80,117
                                                                                           --------               --------
NET INCOME                                                                                 $ 46,782               $ 23,189
                                                                                           ========               ========

NET INCOME PER UNIT:
     Basic net income per General Partner and Class A Limited Partner Unit                 $   0.44               $   0.32
                                                                                           ========               ========
     Diluted net income per General Partner and Class A Limited Partner Unit               $   0.41               $   0.32
                                                                                           ========               ========
</TABLE>




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






                                       18
<PAGE>   19
                      PIMCO ADVISORS L. P. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                               FOR THE THREE MONTHS ENDED
                                                                         ------------------------------------
                                                                         MARCH 31, 1998        MARCH 31, 1997
                                                                         --------------        --------------
                                                                               (Dollars in thousands)
<S>                                                                       <C>                     <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                $ 46,782                $ 23,189
Adjustments to reconcile net income to
net cash provided by operating activities:
     Depreciation, amortization                                             16,811                  10,649
     Restricted unit & Option Plans                                          5,895                   1,291
     Equity in income of unconsolidated partnership                            (52)                    (29)
     Unrealized (gain) loss on investments                                    (781)                     28
     Issuance of restricted units in lieu of directors fees                     --                      81
     Change in operating assets and liabilities:
           Change in fees receivable                                        (4,632)                  4,590
           Change in other assets                                          (14,545)                 (4,222)
           Change in accrued liabilities and other current
               liabilities                                                  12,242                 (10,198)
           Change in accrued compensation                                   16,472                  10,276
           Change in other long term liabilities                             4,995                   1,462
                                                                          --------                --------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                   83,187                  37,117
                                                                          --------                --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets                                                    (1,042)                   (865)
Notes receivable advances                                                     (380)                   (123)
Purchase of investments                                                    (12,583)                (10,938)
Proceeds from sale of investments                                            1,200                   9,500
Investment in partnership                                                     (612)                    (65)
                                                                          --------                --------
NET CASH USED IN INVESTING ACTIVITIES                                      (13,417)                 (2,491)
                                                                          --------                --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Short term borrowing                                                        35,000                      --
Cash distributions paid                                                    (61,786)                (34,540)
Issuance of limited partnership units to deferred
    compensation plan trust                                                  9,945                      --
Capital contribution from General Partner                                       16                      --
Issuance of limited partnership units on
    exercise of options                                                      3,177                      --
                                                                          --------                --------
Net cash used in financing activities                                      (13,648)                (34,540)
                                                                          --------                --------

Net increase in cash and cash equivalents                                   56,122                      86
Cash and cash equivalents, beginning of period                              34,301                  41,312
                                                                          --------                --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                  $ 90,423                $ 41,398
                                                                          ========                ========

Supplemental disclosure
Income tax paid                                                           $  3,940                $    233
                                                                          ========                ========
Interest paid                                                             $  1,328                $     67
                                                                          ========                ========
</TABLE>



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







                                       19
<PAGE>   20

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

(1)         The condensed consolidated financial statements included herein have
            been prepared without audit in accordance with the instructions to
            Form 10-Q pursuant to the rules and regulations of the Securities
            and Exchange Commission. Certain information and footnote
            disclosures normally included in financial statements prepared in
            accordance with generally accepted accounting principles have been
            condensed or omitted pursuant to such rules and regulations. In the
            opinion of the general partners, all adjustments, consisting only of
            normal recurring adjustments, necessary for a fair statement of (a)
            the financial condition at March 31, 1998 and December 31, 1997, (b)
            the results of operations for the three-month periods ended March
            31, 1998 and 1997, and (c) the cash flows for the three-month
            periods ended March 31, 1998 and 1997, for PIMCO Advisors L.P.
            ("PIMCO Advisors") have been made. It is suggested that these
            unaudited condensed consolidated financial statements be read in
            conjunction with the consolidated financial statements and notes
            included in PIMCO Advisors Holdings' Annual Report on Form 10-K for
            the year ended December 31, 1997. Certain reclassifications have
            been made to conform the prior period presentation to the current
            period presentation. These interim results may not be indicative of
            the results which may occur in the future. (See Item 2 -
            Management's Discussion and Analysis of Financial Condition and
            Results of Operations - Results of Operations).

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

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

            On November 30, 1997, Oppenheimer Capital merged with a subsidiary
            of PIMCO Advisors, with Oppenheimer Capital surviving (the "OpCap
            Merger"). In the OpCap Merger, PIMCO Advisors acquired from PIMCO
            Holdings its 67.6% general partner interest in Oppenheimer Capital
            in exchange for 26.1 million PIMCO Advisors Class A units, an
            approximate 24% general partner interest in PIMCO Advisors. As a
            result, Oppenheimer Capital became a wholly-owned subsidiary of
            PIMCO Advisors and the limited partner units of PIMCO Holdings came
            to represent an indirect investment in the business of PIMCO
            Advisors. As a result, the consolidated statement of operations
            includes the operations of Oppenheimer Capital since November 4,
            1997. The transaction was accounted for at book value of PIMCO
            Advisors, as a transaction between related parties.

            On December 31, 1997, PIMCO Advisors caused its 19.5 million
            publicly held units to be contributed to PIMCO Holdings in exchange
            for an equal number of PIMCO Holdings units. As a result, PIMCO
            Advisors ceased to be publicly traded, and PIMCO Holdings general
            partner





                                       20
<PAGE>   21


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


            interest in PIMCO Advisors increased to approximately 43%.
            Concurrently, PIMCO Holdings' New York Stock Exchange trading symbol
            was changed from "OCC" to "PA".

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









                                       21
<PAGE>   22

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings.  None

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

Item 3.  Defaults Upon Senior Securities.  None

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

Item 5.  Other Information.

                                    1998 PLAN

            On April 21, 1998 the Management Board of PIMCO Advisors Holdings
L.P. (the "Registrant") adopted and approved the 1998 Unit Incentive Plan of
PIMCO Advisors Holdings L.P. and PIMCO Advisors L.P. (the "1998 Plan") effective
as of January 1, 1998. The 1998 Plan was also adopted by the Management Board of
PIMCO Advisors L.P. on April 21, 1998.

            The 1998 Plan was adopted to replace the previous unit-based
incentive plans sponsored by PIMCO Advisors and Oppenheimer Capital. As of the
effective date of the adoption of the 1998 Plan, each option outstanding under
the 1993 Unit Option Plan of PIMCO Advisors L.P., the 1996 Unit Incentive Plan
of PIMCO Advisors L.P., the Oppenheimer Capital Amended and Restated Restricted
Option Plan and the Oppenheimer Capital Amended and Restated Restricted Unit
Plan was replaced by an option or award under the 1998 Plan. Each such award
covered the same number of limited partnership units and had the same term and
vesting schedule as the award which it replaced.

            The 1998 Plan is a joint plan of the Registrant and PIMCO Advisors.
Generally, the 1998 Plan provides for awards of limited partner units of the
Registrant, although participants who are eligible to be partners of PIMCO
Advisors may elect to receive limited partner units in PIMCO Advisors upon
exercise or vesting of the awards.

            The total number of limited partner units subject to the 1998 Plan
is the sum of (i) the number of units underlying awards assumed under the
previous unit based incentive plans, and (ii) two percent of the outstanding
PIMCO Advisors general partner and limited partnership units on January 1 of
each year beginning January 1, 1998, on a cumulative basis. On January 1, 1998,
2.13 million units were available for new awards and grants (based on
106,530,384 general and limited partner units outstanding). On March 31, 1998
there were awards and grants covering 12,562,565 partnership units outstanding
and awards and grants covering 651,500 partnership units remained available to
be granted in 1998 under the 1998 Plan. Each year on January 1, the number of
Partnership Units subject to the 1998 Plan will increase by a number of units
equal to two percent of the outstanding PIMCO Advisors Units on that date.

            Because the 1998 Plan is considered a broadly based plan under rules
promulgated by the New York Stock Exchange, the 1998 Plan is not required to be
approved by the Unitholders. A copy of the 1998 Plan is attached hereto as
Exhibit 10.1.





                                       22
<PAGE>   23

EXECUTIVE DEFERRED COMPENSATION PLAN

            On April 21, 1998 the Management Board of the Registrant adopted and
approved the Executive Deferred Compensation Plan of PIMCO Advisors Holdings
L.P. and PIMCO Advisors L.P. (the "Deferred Compensation Plan") effective as of
January 1, 1998. The Deferred Compensation Plan was also adopted by the
Management Board of PIMCO Advisors L.P. on April 21, 1998. The Deferred
Compensation Plan was adopted as an amendment and restatement of a similar plan
of PIMCO Advisors adopted effective December 1, 1996. The Deferred Compensation
Plan is an unfunded nonqualified deferred compensation plan pursuant to which a
portion of compensation otherwise payable to certain eligible employees will be
subject to mandatory deferral, and pursuant to which eligible employees may
elect to defer additional amounts of compensation.

            An employee's eligibility to participate in the Deferred
Compensation Plan is determined based on that employee's estimated compensation
for the plan year in question. Employees with estimated compensation in excess
of $250,000 (as adjusted for inflation) for a plan year are eligible.
Participation in the Deferred Compensation Plan consists of a mandatory
component and a voluntary component, determined based on the level of an
eligible employee's equity holdings in PIMCO Advisors and PIMCO Holdings.
Participation is mandatory for an eligible employee whose equity holdings are
less than his estimated compensation for that plan year, unless the employee's
estimated compensation is greater than $1 million, in which case participation
is mandatory unless the employee's equity holdings are greater than twice his
estimated compensation for that plan year. In addition, a participating employer
may specify that any person elected as a Managing Director shall be a mandatory
participant for the year in which he is elected, and such additional number of
years as may be specified by the employer. Eligible employees who are not
required to participate may voluntarily elect to defer a portion of their
compensation pursuant to the Deferred Compensation Plan. Employees for whom
participation is mandatory are subject to deferrals of compensation according to
the following schedule: (i) 10% of compensation in excess of $250,000 up to
$500,0000; (ii) 30% of compensation in excess of $500,000 up to $1,000,000; and
(iii) 30% of all compensation in excess of $1,000,000 (Pacific Investment
Management Company has elected a 40% deferral rate for compensation over
$1,000,000).

            If a participant's equity holdings are less than four times his
estimated compensation for the plan year, cash in his subaccounts is invested in
Advisors Units at a 15% discount from fair market value. Each month, the Trustee
will use available cash to acquire Advisors Units from PIMCO Advisors.
A copy of the Executive Deferred Compensation Plan is attached hereto as Exhibit
10.2.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)     Exhibits

EXHIBIT NO.     DESCRIPTION

10.1         1998 Unit Incentive Plan of PIMCO Advisors Holdings L.P. and PIMCO
             Advisors L.P.

10.2         Executive Deferred Compensation Plan of PIMCO Advisors Holdings
             L.P. and PIMCO Advisors L.P.

11           Computations of Net Income Per Unit.

27           Financial Data Schedule.

        (b)     Reports on Form 8-K. None







                                       23
<PAGE>   24

                                   SIGNATURES


            Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                              PIMCO Advisors Holdings L.P.


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


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



Date:  May 14, 1998






                                       24
<PAGE>   25

                                 EXHIBIT INDEX


EXHIBIT NO.     DESCRIPTION

10.1         1998 Unit Incentive Plan of PIMCO Advisors Holdings L.P. and PIMCO
             Advisors L.P.

10.2         Executive Deferred Compensation Plan of PIMCO Advisors Holdings
             L.P. and PIMCO Advisors L.P.

11           Computations of Net Income Per Unit.

27           Financial Data Schedule.











                                       25