<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  July 31, 1997
                                         ---------------

          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  15,432,431  Units of
limited partnership interest outstanding at September 10, 1997.


<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                                       19


                  SIGNATURES                                              20











                                      - 2 -

<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                        STATEMENTS OF FINANCIAL CONDITION

                                 (In Thousands)

<TABLE>
<CAPTION>


                                                                   At July 31, 1997            At April 30, 1997
                                                                --------------------         --------------------

                                     ASSETS
<S>                                                               <C>                          <C>
Cash and short term investments                                   $            101             $             91

Investment in Oppenheimer Capital                                           32,640                       26,796

Distribution receivable (Note 3)                                            14,050                       17,090

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

Interest receivable                                                            538                          538

Other assets                                                                   138                          136

Goodwill, net                                                               38,653                       39,305
                                                                --------------------         --------------------
     TOTAL ASSETS                                                 $        118,313             $        116,149
                                                                ====================         ====================

<CAPTION>

                        LIABILITIES AND PARTNERS' CAPITAL

<S>                                                               <C>                          <C>
Distribution payable to partners                                  $         14,806             $         17,858
                                                                --------------------         --------------------
     TOTAL LIABILITIES                                                      14,806                       17,858
                                                                --------------------         --------------------

General partner's capital                                                    1,049                          996

Limited partners' capital;  15,429,298 and 15,373,586
  Units outstanding, respectively                                          102,458                       97,295
                                                                --------------------         --------------------
     TOTAL PARTNERS' CAPITAL                                               103,507                       98,291
                                                                --------------------         --------------------
     TOTAL LIABILITIES AND
        PARTNERS' CAPITAL                                         $        118,313             $        116,149
                                                                ====================         ====================

</TABLE>





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

                                      - 3 -

<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                              STATEMENTS OF INCOME

                   (In Thousands, except for per unit amounts)

<TABLE>
<CAPTION>

                                                                                          Three Months Ended
                                                                                               July 31,
                                                                                      --------------------------
                                                                                          1997          1996
                                                                                      ------------  ------------
<S>                                                                                   <C>           <C>   
REVENUES

Equity in earnings of Oppenheimer Capital:

   Operating earnings                                                                 $    15,963   $    11,468

   Gain on Quest sale (Note 6)                                                              2,809             -
                                                                                      ------------  ------------
     Total equity in earnings of Oppenheimer Capital                                       18,772        11,468

Interest                                                                                      813           812
                                                                                      ------------  ------------
     TOTAL REVENUES                                                                        19,585        12,280
                                                                                      ------------  ------------

EXPENSES

Amortization of goodwill                                                                      652           652

Other expenses (Note 4)                                                                        33            33
                                                                                      ------------  ------------
     TOTAL EXPENSES                                                                                685           685
                                                                                      ------------  ------------
NET INCOME                                                                            $    18,900   $    11,595
                                                                                      ============  ============
NET INCOME PER UNIT (NOTES 5 AND 6)                                                   $      1.21   $      0.75
                                                                                      ============  ============
DISTRIBUTIONS DECLARED PER UNIT                                                       $      0.95   $      0.65
                                                                                      ============  ============


</TABLE>













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

                                      - 4 -

<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                            STATEMENTS OF CASH FLOWS

                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                               July 31,
                                                                                      --------------------------
                                                                                          1997          1996
                                                                                      ------------  ------------
<S>                                                                                   <C>           <C>   
Cash flows from operating activities
Net income                                                                            $    18,900   $    11,595
Adjustments to reconcile net income to net cash provided
    by operating activities:
   Distributions received (less than) in excess of equity in
    earnings of Oppenheimer Capital                                                        (1,682)          482
   Amortization of goodwill                                                                   652           652
   (Increase) in other assets                                                                  (2)           (2)
                                                                                      ------------  ------------
Net cash provided by operating activities                                                  17,868        12,727
                                                                                      ------------  ------------
Cash flows from investing activities
Capital contributions to Oppenheimer Capital                                                 (631)         (273)
                                                                                      ------------  ------------
Cash flows from financing activities
Distributions to partners:
   General partner                                                                           (179)         (127)
   Limited partners                                                                       (17,679)      (12,586)
Issuance of limited partnership units on exercise of
   restricted options                                                                         631           273
                                                                                      ------------  ------------
Net cash (used in) financing activities                                                   (17,227)      (12,440)
                                                                                      ------------  ------------
Net increase in cash and short term investments                                                10            14

Cash and short term investments at beginning of period                                         91            35
                                                                                      ------------  ------------
Cash and short term investments at end of period                                      $       101   $        49
                                                                                      ============  ============
Supplemental disclosure of cash flow information:

New York City unincorporated business tax paid                                        $        35   $        35
                                                                                      ============  ============


</TABLE>









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

                                      - 5 -

<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                        NOTES TO THE FINANCIAL STATEMENTS


1.      Organization:

        Oppenheimer  Capital,  L.P.  (the  "Partnership")  is a publicly  traded
limited partnership owned 1% by its general partner, Oppenheimer Financial Corp.
("Opfin"),  and  99%  by  its  public  limited  partners  ("Unitholders").   The
Partnership's  sole business is its holding of a 67.6%  interest in  Oppenheimer
Capital (the "Operating  Partnership"),  a registered investment adviser.  Opfin
holds the remaining 32.4% interest in the Operating  Partnership.  The Operating
Partnership  is  part of an  affiliated  group  of  companies  operating  in the
financial services industry.  The financial statements of the Partnership should
be read  in  conjunction  with  the  consolidated  financial  statements  of the
Operating Partnership.

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  1997 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 July 31, 1997, the Partnership had a distribution receivable of $14.1
million from the Operating Partnership that was received on August 29, 1997.

4.      Other Expenses:

        Other expenses consist of New York City unincorporated business tax at a
rate of 4% of taxable income.  The Partnership is not subject to Federal,  state
or local income taxes which are obligations of the individual partners.

























                                      - 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
                                                                                               July 31,
                                                                                      --------------------------
                                                                                          1997          1996
                                                                                      ------------  ------------
<S>                                                                                   <C>           <C>
Net Income                                                                            $    18,900   $    11,595

Less 1% applicable to the General Partner                                                     189           116
                                                                                      ------------  ------------
Net income available to the Limited Partners                                          $    18,711   $    11,479
                                                                                      ============  ============

Weighted average number of units outstanding                                               15,427        15,363
                                                                                      ============  ============

Net income per unit                                                                   $      1.21   $       .75
                                                                                      ============  ============

</TABLE>


6.      Gain on Quest Sale

        Included in "Equity in earnings of  Oppenheimer  Capital"  for the three
months  ended  July  31,  1997 is a gain of $2.8  million,  or $0.18  per  unit,
resulting from the Operating  Partnership's sale of the investment  advisory and
other contracts and business  relationships for its Quest for Value Dual Purpose
Fund to OppenheimerFunds, Inc., which is unrelated to the Operating Partnership.

7.      Sale of Opfin Interest

        On July 22, 1997,  Oppenheimer  Group,  Inc. ("OGI") and its subsidiary,
Opfin,  entered  into an  Amended  and  Restated  Agreement  and Plan of Merger,
providing for PIMCO Advisors and its affiliate,  Thomson Advisory Group Inc., to
acquire,  among other things,  Opfin's  current 32.4% managing  general  partner
interest in the Operating  Partnership,  and Opfin's 1% general partner interest
in  the  Partnership  and  in  the  various  subpartnerships  of  the  Operating
Partnership.  The transaction covers only the private interests OGI holds in the
Operating Partnership and the Partnership,  does not include the publicly traded
units of the Partnership,  and is subject to certain  conditions being satisfied
prior to closing,  including the closing of the sale of the stock of Oppenheimer
Holdings, Inc., an affiliate, to a third party, and consents of certain clients.
It is  anticipated  that the  transaction  will  close no later  than the last
quarter of calendar 1997.

        Upon  consummation of the  transaction,  the Operating  Partnership will
function as an indirect subsidiary of PIMCO Advisors. PIMCO Advisors has advised
OGI  that it  anticipates  that  the  senior  portfolio  management  team of the
Operating Partnership will continue in their present capacities.






                                      - 7 -

<PAGE>


                               OPPENHEIMER CAPITAL

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                   At July 31, 1997            At April 30, 1997
                                                                --------------------         --------------------

                                     ASSETS
<S>                                                               <C>                          <C>  
Cash and short term investments                                   $         32,869             $         27,123
Investment management fees receivable                                       57,990                       52,357
Investments in affiliated mutual funds and other
    sponsored investment products                                            3,371                        4,347
Furniture, equipment and leasehold improvements
    at cost, less accumulated depreciation and
    amortization of $2,958 and $2,812                                        3,752                        3,795
Intangible assets, less accumulated amortization
    of $987 and $565                                                         1,213                        1,511
Other assets                                                                 3,860                        3,886
                                                                --------------------         --------------------
     TOTAL ASSETS                                                 $        103,055             $         93,019
                                                                ====================         ====================

<CAPTION>

              LIABILITIES, MINORITY INTEREST AND PARTNERS' CAPITAL
<S>                                                               <C>                          <C>  
Accrued employee compensation and benefits                        $         18,933             $         13,914
Accrued expenses and other liabilities                                       9,152                        8,880
Note payable                                                                     -                          400
Deferred investment management fees                                          5,482                        4,532
Distribution payable to partners                                            20,789                       25,318
                                                                --------------------         --------------------
     TOTAL LIABILITIES                                                      54,356                       53,044
                                                                --------------------         --------------------
Minority interest                                                              396                          277

PARTNERS' CAPITAL                                                           48,303                       39,698
                                                                --------------------         --------------------
     TOTAL LIABILITIES , MINORITY INTEREST
        AND PARTNERS' CAPITAL                                     $        103,055             $         93,019
                                                                ====================         ====================



</TABLE>








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

                                      - 8 -

<PAGE>


                               OPPENHEIMER CAPITAL

                        CONSOLIDATED STATEMENTS OF INCOME

                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                                          Three Months Ended
                                                                                               July 31,
                                                                                      --------------------------
                                                                                          1997          1996
                                                                                      ------------  ------------
<S>                                                                                   <C>           <C>   
OPERATING REVENUES

Investment management fees                                                            $    53,093   $    39,433
Net distribution assistance and commission income                                           1,599         1,405
Interest and dividends                                                                        351           237
                                                                                      ------------  ------------
TOTAL OPERATING REVENUES                                                                   55,043        41,075
                                                                                      ------------  ------------

OPERATING EXPENSES

Compensation and benefits                                                                  23,991        17,610
Occupancy                                                                                   1,757         1,493
General and administrative                                                                  3,124         2,787
Promotional                                                                                 1,430         1,551
                                                                                      ------------  ------------
TOTAL OPERATING EXPENSES                                                                   30,302        23,441
                                                                                      ------------  ------------
OPERATING INCOME                                                                           24,741        17,634

Gain on Quest sale (Note 4)                                                                 4,374             -
                                                                                      ------------  ------------
INCOME BEFORE TAXES AND MINORITY INTEREST                                                  29,115        17,634

Taxes (Note 3)                                                                             (1,218)         (585)
                                                                                      ------------  ------------
INCOME BEFORE MINORITY INTEREST                                                            27,897        17,049

Minority interest                                                                            (119)          (56)
                                                                                      ------------  ------------
NET INCOME                                                                            $    27,778   $    16,993
                                                                                      ============  ============


</TABLE>








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


                                      - 9 -

<PAGE>



                               OPPENHEIMER CAPITAL

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                               July 31,
                                                                                      --------------------------
                                                                                          1997          1996
                                                                                      ------------  ------------
<S>                                                                                   <C>           <C>  
Cash flows from operating activities
Net income                                                                            $    27,778   $    16,993
Adjustments to reconcile net income to net cash provided by
    operating activities:
   Amortization of restricted unit compensation expense                                       980           535
   Depreciation and amortization                                                              247           230
   Minority interest, net of distributions                                                    119            87
   (Increase) decrease in investment management fees receivable                            (5,633)          830
   (Increase) decrease in other assets                                                       (197)          381
   Increase (decrease) in accrued employee compensation and benefits                        5,019        (3,731)
   Increase in accrued expenses and other liabilities                                         272         1,859
   Increase in deferred investment management fees                                            950           308
                                                                                      ------------  ------------
Net cash provided by operating activities                                                  29,535        17,492
                                                                                      ------------  ------------
Cash flows from investing activities
Purchases of fixed assets                                                                    (178)         (350)
Sale of AMA license                                                                         1,000             -
Intangible assets resulting from acquisitions                                                (500)            -
Proceeds from sales of mutual fund shares and other investments                               976             -
Purchases of mutual fund shares and other investments                                           -           (35)
                                                                                      ------------  ------------
Net cash provided by (used in) investing activities                                         1,298          (385)
                                                                                      ------------  ------------
Cash flows from financing activities
Payment of note payable                                                                      (400)         (400)
Distributions to partners:
   Oppenheimer Financial Corp.                                                             (8,228)       (5,801)
   Oppenheimer Capital, L.P.                                                              (17,090)      (11,950)
Contributions by Oppenheimer Capital, L.P.                                                    631           273
                                                                                      ------------  ------------
Net cash (used in) financing activities                                                   (25,087)      (17,878)
                                                                                      ------------  ------------
Net increase (decrease) in cash and short term investments                                  5,746          (771)

Cash and short term investments at beginning of period                                     27,123        21,019
                                                                                      ------------  ------------
Cash and short term investments at end of period                                      $    32,869   $    20,248
                                                                                      ============  ============
Supplemental disclosure of cash flow information:

Interest paid                                                                         $        22   $        38
                                                                                      ============  ============
New York City unincorporated business tax paid                                        $       983   $       661
                                                                                      ============  ============

</TABLE>


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

                                     - 10 -

<PAGE>


                               OPPENHEIMER CAPITAL

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.    Organization:

      Oppenheimer Capital (the "Operating Partnership"),  a general partnership,
engages in the investment  management business.  Oppenheimer Capital,  L.P. (the
"Partnership")   holds  a  67.6%  general  partner  interest  in  the  Operating
Partnership and Oppenheimer  Financial Corp. ("Opfin") holds the remaining 32.4%
general  partner  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  1997 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.    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 $1,194,000  for the three months ended July 31, 1997 and
$585,000 for the three months ended July 31, 1996.

      A domestic corporate subsidiary of the Operating Partnership is subject to
Federal,  state,  and local income  taxes.  A foreign  corporate  subsidiary  is
subject to taxes in the foreign jurisdiction in which it is located.

4.    Gain on Quest Sale:

      On July 18, 1997,  the  Operating  Partnership  completed  the sale of the
investment advisory and other contracts and business  relationships of the Quest
for Value Dual Purpose Fund to OppenheimerFunds, Inc., which is unrelated to the
Operating  Partnership.  The  Operating  Partnership  received a payment of $7.0
million  and  recorded  a gain of $4.4  million,  before  New York  City UBT and
minority interest.

5.    Sale of Opfin Interest

      On July 22, 1997,  Oppenheimer  Group,  Inc.  ("OGI") and its  subsidiary,
Opfin,  entered  into an  Amended  and  Restated  Agreement  and Plan of Merger,
providing for PIMCO Advisors and its affiliate,  Thomson Advisory Group Inc., to
acquire,  among other things,  Opfin's  current 32.4% managing  general  partner
interest in the Operating  Partnership,  and Opfin's 1% general partner interest
in  the  Partnership  and  in  the  various  subpartnerships  of  the  Operating
Partnership.  The transaction covers only the private interests OGI holds in the
Operating Partnership and the Partnership,  does not include the publicly traded
units of the Partnership,  and is subject to certain  conditions being satisfied
prior to closing,  including the closing of the sale of the stock of Oppenheimer
Holdings, Inc., an affiliate, to a third party, and consents of certain clients.
It is  anticipated  that the  transaction  will  close no later  than the last
quarter of calendar 1997.

      Upon  consummation  of the  transaction,  the Operating  Partnership  will
function as an indirect subsidiary of PIMCO Advisors. PIMCO Advisors has advised
OGI  that it  anticipates  that  the  senior  portfolio  management  team of the
Operating Partnership will continue in their present capacities.

6.    Sale of AMA License:

      In May 1997, the Operating  Partnership sold its exclusive right to market
to  members  of the  American  Medical  Association ("AMA") to Scudder, Stevens
& Clark, Inc. for $1.0  million. Simultaneously,  the Operating Partnership
purchased the AMA's 19.9% interest in AMA Investment Advisers, L.P. for 
$500,000.  The  $1.0  million  payment  was used to reduce unamortized goodwill.

                                     - 11 -

<PAGE>


                               OPPENHEIMER CAPITAL

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


7.    Prior Period Financial Information:

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
























































                                     - 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  source of income  for  Oppenheimer  Capital,  L.P.  ( the
"Partnership")  is its  proportionate  share of the net  income  of  Oppenheimer
Capital (the "Operating  Partnership")  and interest income on a $32,193,000 par
value  10%  note due from  Oppenheimer  Equities,  Inc.  in the year  2012  (the
"Equities note").

Revenues and Expenses

         The   Partnership   recorded   equity  in  earnings  of  the  Operating
Partnership  for the three months ended July 31, 1997 and July 31, 1996 of $18.8
million and $11.5  million,  respectively.  Equity in earnings of the  Operating
Partnership  for the three months ended July 31, 1997 included a gain recognized
by the Operating  Partnership on the sale of the  investment  advisory and other
contracts and business  relationships  of the Quest for Value Dual Purpose Fund,
Inc.  to  OppenheimerFunds,  Inc.  (the "Dual  Purpose  sale") of $2.8  million.
Excluding  the Dual  Purpose  sale,  the  increase  in equity in earnings of the
Operating  Partnership  is primarily due to the higher  operating  income of the
Operating Partnership.

         Other  expenses  consist of New York City  unincorporated  business tax
("UBT").  For the three months  ended July 31, 1997 and July 31, 1996,  New York
City UBT totaled $33,000 and $33,000, respectively.

         Net income for the three  months  ended July 31, 1997 and July 31, 1996
amounted to $18.9 million and $11.6 million, respectively, or $1.21 per unit and
$.75 per unit, respectively. Excluding the Dual Purpose sale, net income for the
three months ended July 31, 1997 amounted to $16.1 million, or $1.03 per unit.

Taxes

         The  Partnership  is not subject to  Federal,  state,  or local  income
taxes, which are the obligations of the individual partners.  However, beginning
in calendar 1998, the Partnership  will elect to be subject to a 3.5% tax on its
share of the Operating  Partnership's  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.

Liquidity and Capital Resources

         The  only  business  activity  carried  on by  the  Partnership  is its
investment in the Operating Partnership. The Partnership receives quarterly cash
distributions  from the Operating  Partnership and receives interest income from
Oppenheimer Equities,  Inc. The Partnership  distributes its available cash flow
to its partners,  which equals cash distributions from the Operating Partnership
plus   interest   income  from  the  Equities  note  less  New  York  City  UBT.
Consequently,  the  Partnership  does not require any  additional  liquidity  or
capital resources.

         The Partnership makes quarterly distributions in an amount equal to 99%
of available cash flow to the limited partners (the "Unitholders") and 1% to the
general partner,  Oppenheimer  Financial Corp.  ("Opfin").  For the three months
ended July 31, 1997 and July 31, 1996, the Partnership declared distributions to
Unitholders of $.95 per unit and $.65 per unit, respectively.






                                     - 13 -

<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)



OPPENHEIMER CAPITAL, L.P. (Continued)

Sale of Opfin Interest

         On July 22, 1997,  Oppenheimer  Group, Inc. ("OGI") and its subsidiary,
Opfin,  entered  into an  Amended  and  Restated  Agreement  and Plan of Merger,
providing for PIMCO Advisors and its affiliate,  Thomson Advisory Group Inc., to
acquire,  among other things,  Opfin's  current 32.4% managing  general  partner
interest in the Operating  Partnership,  and Opfin's 1% general partner interest
in  the  Partnership  and  in  the  various  subpartnerships  of  the  Operating
Partnership.  The transaction covers only the private interests OGI holds in the
Operating Partnership and the Partnership,  does not include the publicly traded
units of the Partnership,  and is subject to certain  conditions being satisfied
prior to closing,  including the closing of the sale of the stock of Oppenheimer
Holdings, Inc., an affiliate, to a third party, and consents of certain clients.
It is  anticipated  that the  transaction  will  close no later  than the last
quarter of calendar 1997.

         Upon  consummation of the transaction,  the Operating  Partnership will
function as an indirect subsidiary of PIMCO Advisors. PIMCO Advisors has advised
OGI  that it  anticipates  that  the  senior  portfolio  management  team of the
Operating Partnership will continue in their present capacities.

         It  is  the  Partnership's  present  intention  to  declare  a  special
distribution  prior  to  the  close  of  the  above  transaction.  This  special
distribution will consist of the undistributed earnings of the Partnership up to
the close of the transaction.































                                     - 14 -

<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 its subsidiary
entities;  Opcap  Advisors  ("Advisors"),   OCC  Distributors  ("Distributors"),
Oppenheimer Capital Limited,  Oppenheimer Capital Trust Company ("Opcap Trust"),
and 225 Liberty Street Advisers,  L.P., formerly AMA Investment  Advisers,  L.P.
("AMA  Advisers").  The results for the quarter ended July 31, 1996 also include
Saratoga Capital Management ("Saratoga"), which was sold on April 29, 1997.

         For the periods presented,  the Operating Partnership's operations have
been  characterized by substantial  increases in assets under  management.  This
growth has been from four  principal  sources.  First,  new clients have entered
into investment  management  agreements 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 and
variable annuities managed by Advisors have added to assets under management due
to  increased  sales and  market  appreciation.  Fourth,  wrap fee  assets  have
increased due to new accounts opened,  expanded  distribution to  broker-dealers
and market  appreciation.  Revenues are  generally  derived from  charging a fee
based on the net assets of  clients'  portfolios.  All  periods  presented  show
increased  operating  revenue.   Revenues  for  all  periods  presented  consist
principally of investment management fees.

         In  fiscal  1996,  the  Operating  Partnership  began  to  implement  a
strategic  decision to withdraw from selling directly to the retail market,  and
to instead  market  directly to  institutions  with strong  retail  distribution
capabilities.  In November  1995,  the Operating  Partnership  withdrew from the
open-end  mutual  fund  distribution  business  and  began to  eliminate  retail
operations  at AMA  Advisers,  completing  this process in the first  quarter of
fiscal 1997.  The  Operating  Partnership  also  reduced the losses  incurred by
Saratoga  throughout  fiscal 1997,  and during the fourth quarter of fiscal 1997
sold  its  interest  in  Saratoga.   Additionally,   the  Operating  Partnership
terminated the distribution of unit investment  trusts during the fourth quarter
of fiscal 1997.

         On July 18, 1997, the Operating  Partnership  completed the sale of the
investment advisory and other contracts and business  relationships of its Quest
for  Value  Dual  Purpose  Fund to  OppenheimerFunds,  Inc.  ("OFI"),  which  is
unrelated  to  the  Operating  Partnership.   The  fund  has  been  renamed  the
Oppenheimer  Quest Capital  Value Fund,  and continues to be managed by Advisors
under a subadvisory agreement with OFI.

         As shown below, the value of assets under management increased 50.3% to
$60.8  billion  at July 31,  1997  from  $40.4  billion  at July 31,  1996.  The
Operating   Partnership  continued  to  experience  growth  in  its  traditional
business,  the management of separate accounts for large financial  institutions
and  high-net-worth  individual  investors,  as  well as its  newer  businesses,
including mutual funds and wrap fee accounts.

<TABLE>
<CAPTION>
                                                                                                                Percent
                                                      At July 31, 1997          At July 31, 1996               Increase
                                                   --------------------      --------------------      -----------------
<S>                                                   <C>                       <C>                              <C>   
Separate Account Management                           $        38,684           $        27,456                  40.9%

Wrap Fee                                                        7,505                     3,674                 104.3%

Mutual Funds & Other Commingled Products                       14,568                     9,306                  56.5%
                                                   --------------------      --------------------      -----------------

Total                                                 $        60,757           $        40,436                  50.3%
                                                   ====================      ====================      =================

</TABLE>



                                     - 15 -

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


OPPENHEIMER CAPITAL (Continued)

Operating Revenues

         Total  operating  revenues  increased  34.0% for the three months ended
July 31, 1997 to $55.0  million  from $41.1  million for the three  months ended
July 31, 1996. Total operating revenues include investment  management fees, net
distribution assistance and commission income, and interest and dividends.

         Investment  management  fees increased 34.6% for the three months ended
July 31, 1997 to $53.1  million  from $39.4  million for the three  months ended
July 31, 1996 as average assets under management for the three months ended July
31,  1997  increased  35.8% to $55.8  billion  from $41.1  billion for the three
months ended July 31, 1996.

         Net  distribution  assistance and commission  income increased 13.9% to
$1.6  million for the three months ended July 31, 1997 from $1.4 million for the
three months ended July 31, 1996. The increase was due to higher  certificate of
deposit  commission income resulting from greater demand for funds by banks, and
was offset in part by lower unit investment trust commission  income as a result
of the Operating  Partnership's  decision to withdraw from this business  during
the fourth quarter of fiscal 1997.

         Interest and dividend income increased to $351,000 for the three months
ended July 31, 1997 from $237,000 for the three months ended July 31, 1996. This
increase can be primarily attributed to higher average cash balances.

Operating Expenses

         Total  operating  expenses  increased  29.3% for the three months ended
July 31, 1997 to $30.3  million  from $23.4  million for the three  months ended
July 31, 1996.

         The  Operating  Partnership's  most  significant  expense  category  is
employee  compensation and benefits,  which includes  salaries,  bonuses,  sales
commissions,   incentive   compensation  and  other  payroll  related  expenses.
Compensation  and benefits  expense  increased  36.2% for the three months ended
July 31, 1997 to $24.0  million  from $17.6  million for the three  months ended
July 31, 1996.  Compensation  and benefits  expense  increased  primarily due to
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  industry  competitive  pressures  and their
individual  contributions to firm profitability.  In addition,  compensation and
benefits  expense  increased  due to higher  amortization  expenses  related  to
restricted  units  granted to certain key  employees on May 1, 1997,  as well as
staff salary increases and additions to staff to support  expanding  businesses.
These increases were offset in part by staff  reductions as a result of the sale
of the  Operating  Partnership's  50%  interest in Saratoga  and the decision to
withdraw from the distribution of unit investment trusts.

         Occupancy  expenses increased 17.7% for the three months ended July 31,
1997 to $1.8 million from $1.5 million for the three months ended July 31, 1996.
This increase was due to  adjustments  to rent  escalation  accruals  during the
quarters ended July 31, 1997 and 1996.

         General  and  administrative  expenses  increased  12.1%  for the three
months  ended July 31,  1997 to $3.1  million  from $2.8  million  for the three
months ended July 31, 1996. The increase in general and administrative  expenses
reflects  increased  costs  incurred in connection  with the  development of new
businesses  and increased  investments  in computer  equipment and software as a
result of increased technical support for professional and administrative  staff
and higher  professional  services expense due to the expansion of the Operating
Partnership's  business.  This  increase was offset in part by savings  realized
from the sale of the Operating Partnership's interest in Saratoga.


                                     - 16 -

<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


OPPENHEIMER CAPITAL (Continued)

Operating Expenses (Continued)

         Promotional expenses decreased 7.8% for the three months ended July 31,
1997 to $1.4 million from $1.6 million for the three months ended July 31, 1996.
The decrease in  promotional  expenses was due primarily to the  elimination  of
costs  incurred by Saratoga and the  elimination of the retail  distribution  of
unit investment trusts. This decrease was offset in part by increased travel and
entertainment expenses as a result of new business activities.

Operating Income

         Operating  income for the three  months  ended July 31, 1997  increased
40.3% to $24.7  million  from $17.6  million for the three months ended July 31,
1996.  For the three months ended July 31, 1997,  the  operating  profit  margin
expanded  to 44.9%  from  42.9%  for the three  months  ended  July 31,  1996 as
operating revenues grew 34.0% while expenses increased only 29.3%.

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 $1,194,000
for the three months ended July 31, 1997 and $585,000 for the three months ended
July 31, 1996. This increase was due to higher  operating  income as well as the
gain on the sale of the Quest for Value Dual Purpose Fund.

         Corporate  subsidiaries  of the Operating  Partnership  were subject to
income taxes of $24,000 for the three months ended July 31, 1997.

Liquidity and Capital Resources

         The Operating  Partnership's  business is not capital intensive and its
working capital requirements are generally modest. To the extent that additional
funds are  required by the  Operating  Partnership  (e.g.  to support  increased
investment management fees receivable or to expand its facilities to accommodate
the growth of its businesses),  the Operating  Partnership  currently intends to
borrow from a commercial bank.

         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 July 31, 1997,
the  Operating  Partnership  declared a  distribution  to its  partners of $20.8
million which was paid on August 29, 1997.

Sale of AMA License

         In May 1997,  the Operating  Partnership  sold its  exclusive  right to
market to members of the American Medical Association ("AMA") to Scudder, 
Stevens & Clark, Inc. for $1.0 million. Simultaneously,  the Operating 
Partnership purchased the AMA's 19.9% interest in AMA  Advisers  for  $500,000.
The  $1.0  million  payment  was  used to  reduce unamortized goodwill.









                                     - 17 -

<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


OPPENHEIMER CAPITAL (Continued)

Sale of Opfin Interest

         On July 22, 1997,  Oppenheimer  Group, Inc. ("OGI") and its subsidiary,
Opfin,  entered  into an  Amended  and  Restated  Agreement  and Plan of Merger,
providing for PIMCO Advisors and its affiliate,  Thomson Advisory Group Inc., to
acquire,  among other things,  Opfin's  current 32.4% managing  general  partner
interest in the Operating  Partnership,  and Opfin's 1% general partner interest
in  the  Partnership  and  in  the  various  subpartnerships  of  the  Operating
Partnership.  The transaction covers only the private interests OGI holds in the
Operating Partnership and the Partnership,  does not include the publicly traded
units of the Partnership,  and is subject to certain  conditions being satisfied
prior to closing,  including the closing of the sale of the stock of Oppenheimer
Holdings, Inc., an affiliate, to a third party, and consents of certain clients.
It is  anticipated  that the  transaction  will  close no later  than the last
quarter of calendar 1997.

         Upon  consummation of the transaction,  the Operating  Partnership will
function as an indirect subsidiary of PIMCO Advisors. PIMCO Advisors has advised
OGI  that it  anticipates  that  the  senior  portfolio  management  team of the
Operating Partnership will continue in their present capacities.







































                                     - 18 -

<PAGE>

Part II. Other Information

          Not applicable.






















































                                     - 19 -

<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: September 10, 1997    By: /s/ George A. Long
                                  -------------------
                                      George A. Long
                                      Chairman, Chief Executive and
                                      Chief Investment Officer
                                      of Oppenheimer Capital


                              By: /s/ Joseph M. La Motta
                                  -----------------------
                                      Joseph M. La Motta
                                      Executive Vice President and Director
                                      of Oppenheimer Financial Corp.;
                                      Chairman Emeritus
                                      of Oppenheimer Capital


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


























                                     - 20 -

<PAGE>