<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

(Mark One)

          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     X    EXCHANGE ACT OF 1934.
  ------  
          For the quarterly period ended  January 31, 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  15,367,586  Units of
limited partnership interest outstanding at March 12, 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>


                                                                   January 31, 1997               April 30, 1996
                                                             -----------------------         --------------------
                                     ASSETS
<S>                                                            <C>                             <C>
Cash and short term investments                                $                72             $             35

Investment in Oppenheimer Capital                                           29,912                       23,362

Distribution receivable (Note 3)                                            14,005                       11,950

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

Interest receivable                                                            547                          538

Other assets                                                                   134                          128

Goodwill, net                                                               39,936                       41,893
                                                             -----------------------         --------------------
     TOTAL ASSETS                                              $           116,799             $        110,099
                                                             =======================         ====================

<CAPTION>


                        LIABILITIES AND PARTNERS' CAPITAL

<S>                                                            <C>                             <C>    
Distribution payable to partners                               $            14,747             $         12,713
                                                             -----------------------         --------------------
     TOTAL LIABILITIES                                                      14,747                       12,713
                                                             -----------------------         --------------------

General partner's capital                                                    1,034                          987

Limited partners' capital;  15,367,586 and 15,255,070
  Units outstanding, respectively                                          101,018                       96,399
                                                             -----------------------         --------------------
     TOTAL PARTNERS' CAPITAL                                               102,052                       97,386
                                                             -----------------------         --------------------
     TOTAL LIABILITIES AND
        PARTNERS' CAPITAL                                      $           116,799             $        110,099
                                                             =======================         ====================


</TABLE>




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

                                      - 3 -

<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                              STATEMENTS OF INCOME

                   (In Thousands, except for per unit amounts)

<TABLE>
<CAPTION>

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

Equity in earnings of Oppenheimer Capital:

   Operating earnings                                       $   13,584    $   10,776      $   37,547    $   29,540

   Gain on Quest sale (Note 6)                                   1,800        17,734           1,800        17,734
                                                            -----------   -----------     -----------   -----------
     Total equity in earnings of Oppenheimer Capital            15,384        28,510          39,347        47,274

Interest                                                           812           812           2,437         2,437
                                                            -----------   -----------     -----------   -----------
     TOTAL REVENUES                                             16,196        29,322          41,784        49,711
                                                            -----------   -----------     -----------   -----------

EXPENSES

Amortization of goodwill                                           652           652           1,956         1,956

Other expenses (Note 4)                                             33            33             100           100
                                                            -----------   -----------     -----------   -----------
TOTAL EXPENSES                                                     685           685           2,056         2,056
                                                            -----------   -----------     -----------   -----------
NET INCOME                                                  $   15,511    $   28,637      $   39,728    $   47,655
                                                            ===========   ===========     ===========   ===========
NET INCOME PER UNIT (NOTES 5 AND 6)                         $     1.00    $     1.86      $     2.56    $     3.10
                                                            ===========   ===========     ===========   ===========
DISTRIBUTIONS DECLARED PER UNIT                             $      .95    $    1.175      $     2.35    $     2.35
                                                            ===========   ===========     ===========   ===========



</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>
                                                                                         Nine Months Ended
                                                                                            January 31,
                                                                                  ------------------------------
                                                                                       1997            1996
                                                                                  --------------  --------------
<S>                                                                                <C>             <C>   
Cash flows from operating activities
Net income                                                                         $    39,728     $    47,655
Adjustments to reconcile net income to net cash provided
    by operating activities:
   Distributions received (less than) equity in earnings of
    Oppenheimer Capital                                                                 (7,192)        (21,197)
   Amortization of goodwill                                                              1,956           1,956
   (Increase) in interest receivable                                                        (9)             (9)
   (Increase) in other assets                                                               (6)            (17)
                                                                                  --------------  --------------
Net cash provided by operating activities                                               34,477          28,388
                                                                                  --------------  --------------
Cash flows from investing activities
Capital contributions to Oppenheimer Capital                                              (380)           (300)
                                                                                  --------------  --------------
Cash flows from financing activities Distributions to partners:
   General partner                                                                        (344)           (284)
   Limited partners                                                                    (34,096)        (28,123)
Issuance of limited partnership units on exercise of
   restricted options                                                                      380             300
                                                                                  --------------  --------------
Net cash (used in) financing activities                                                (34,060)        (28,107)
                                                                                  --------------  --------------
Net increase (decrease) in cash and short term investments                                  37             (19)

Cash and short term investments at beginning of period                                      35              60
                                                                                  --------------  --------------
Cash and short term investments at end of period                                   $        72     $        41
                                                                                  ==============  ==============
Supplemental disclosure of cash flow information:

New York City unincorporated business tax paid                                     $       106     $       117
                                                                                  ==============  ==============


</TABLE>








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

                                      - 5 -

<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                        NOTES TO THE FINANCIAL STATEMENTS



1.      Organization:

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

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

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

2.      Basis of Presentation:

        The interim  financial  information in this report has not been audited.
The  financial  statements  should  be read in  conjunction  with the  financial
statements  included in the Partnership's  1996 Annual Report. In the opinion of
management,  all adjustments  (which include only normal recurring  adjustments)
necessary to present fairly the financial position and results of operations for
all periods  presented have been made. The results of operations for any interim
period are not necessarily indicative of the operating results for a full year.

3.      Distribution Receivable:

        On January 31, 1997, the Operating  Partnership  declared a distribution
to its  partners,  payable on February  28,  1997,  of which  $14.0  million was
received by the Partnership.

4.      Other Expenses:

        Other expenses consist of New York City unincorporated business tax at a
rate of 4% of  taxable  income.  The  Partnership  is not  otherwise  subject to
Federal,  state or local  income  taxes  which are  instead  obligations  of the
individual  partners.  However,  under current tax law the  Partnership  will be
taxable as a corporation beginning in 1998.



















                                      - 6 -

<PAGE>


                            OPPENHEIMER CAPITAL, L.P.

                        NOTES TO THE FINANCIAL STATEMENTS

                                   (Continued)



5.      Net Income Per Unit:

        (In thousands, except for per unit amounts)
<TABLE>
<CAPTION>

                                                         Three Months Ended            Nine Months Ended
                                                             January 31,                  January 31,
                                                     -------------------------    -------------------------
                                                         1997          1996           1997          1996
                                                     -----------   -----------    -----------   -----------
<S>                                                  <C>           <C>            <C>           <C>  
Net Income                                           $   15,511    $   28,637     $   39,728    $   47,655

Less 1% applicable to the General Partner                   155           286            397           477
                                                     -----------   -----------    -----------   -----------
Net income available to the Limited Partners         $   15,356    $   28,351     $   39,331    $   47,178
                                                     ===========   ===========    ===========   ===========

Weighted average number of units outstanding             15,368        15,247         15,365        15,241
                                                     ===========   ===========    ===========   ===========

Net income per unit                                  $     1.00    $     1.86     $     2.56    $     3.10
                                                     ===========   ===========    ===========   ===========


</TABLE>

6.      Gain on Quest Sale

        Included in "Equity in earnings of  Oppenheimer  Capital" for the three
and nine months  ended  January 31, 1997 and 1996 are gains  resulting  from the
Operating  Partnership's sale of the investment advisory and other contracts and
business  relationships  for its twelve Quest for Value mutual funds (the "Quest
sale")  to   OppenheimerFunds,   Inc.,  which  is  unrelated  to  the  Operating
Partnership.  The  Partnership  recorded a gain for its share of the gain on the
sale of $17.7  million,  or $1.15 per unit during the three month  period  ended
January 31, 1996 related to the Initial Purchase Price Payment. During the three
months ended January 31, 1997, the Partnership  recorded a gain of $1.8 million,
or $.12 per unit, as a result of a Deferred Purchase Payment based on the assets
of the six merged fixed income  funds  remaining at stated  levels and the final
payment of expenses related to the Quest sale.

7.      PIMCO Advisors

        On  February  13,  1997,   Oppenheimer   Group,  Inc.  ("OGI")  and  its
subsidiary,  Opfin,  entered into a definitive  agreement for PIMCO Advisors and
its affiliate,  Thomson  Advisory Group Inc., to acquire Opfin's 32.51% managing
general partner interest in the Operating Partnership, Opfin's 1% general 
partner interests 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 consents from certain lenders,  
approval from regulatory authorities including the Internal Revenue Service and
consents of certain clients, which are expected to take up to six months to
obtain.

        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>

                                                                January 31, 1997                 April 30, 1996
                                                             ---------------------          ---------------------

                                     ASSETS
<S>                                                           <C>                            <C>    
Cash and short term investments                               $           27,394             $           21,019
Investment management fees receivable                                     50,896                         43,016
Investments in affiliated mutual funds and other
    sponsored investment products                                          4,989                          4,644
Furniture, equipment and leasehold improvements
    at cost, less accumulated depreciation and
    amortization of $2,726 and $2,179                                      3,533                          3,515
Intangible assets, less accumulated amortization
    of $518 and $377                                                       1,558                          1,699
Other assets (Note 6)                                                      3,242                          2,445
                                                             ---------------------          ---------------------
     TOTAL ASSETS                                             $           91,612             $           76,338
                                                             =====================          =====================

<CAPTION>

              LIABILITIES, MINORITY INTEREST AND PARTNERS' CAPITAL
<S>                                                           <C>                            <C>   
Accrued employee compensation and benefits                    $           14,553             $           12,873
Accrued expenses and other liabilities                                     7,065                          7,168
Note payable                                                                 400                            800
Deferred investment management fees                                        4,136                          2,870
Distribution payable to partners                                          20,751                         17,751
                                                             ---------------------          ---------------------
     TOTAL LIABILITIES                                                    46,905                         41,462
                                                             ---------------------          ---------------------
Minority interest                                                            388                            174

PARTNERS' CAPITAL                                                         44,319                         34,702
                                                             ---------------------          ---------------------
     TOTAL LIABILITIES , MINORITY INTEREST
        AND PARTNERS' CAPITAL                                 $           91,612             $           76,338
                                                             =====================          =====================


</TABLE>










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

                                      - 8 -

<PAGE>


                               OPPENHEIMER CAPITAL

                        CONSOLIDATED STATEMENTS OF INCOME

                                 (In Thousands)

<TABLE>
<CAPTION>

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

Investment management fees                                  $   46,775    $   39,223      $  129,494    $  110,839
Net distribution assistance and commission income                  950           921           3,597         5,260
Interest and dividends                                             357           419             862           597
                                                            -----------   -----------     -----------   -----------
TOTAL OPERATING REVENUES                                        48,082        40,563         133,953       116,696
                                                            -----------   -----------     -----------   -----------

OPERATING EXPENSES

Compensation and benefits                                       20,685        17,290          57,055        51,097
Occupancy                                                        1,704         1,704           4,847         5,118
General and administrative                                       3,167         3,291           9,292         8,872
Promotional                                                      1,461         1,468           4,720         5,599
                                                            -----------   -----------     -----------   -----------
TOTAL OPERATING EXPENSES                                        27,017        23,753          75,914        70,686
                                                            -----------   -----------     -----------   -----------
OPERATING INCOME                                                21,065        16,810          58,039        46,010

Gain on Quest sale (Note 8)                                      2,806        27,725           2,806        27,725
                                                            -----------   -----------     -----------   -----------
INCOME BEFORE INCOME TAXES AND
    MINORITY INTEREST                                           23,871        44,535          60,845        73,735

Income taxes (Note 3)                                             (998)       (1,860)         (2,352)       (3,093)
                                                            -----------   -----------     -----------   -----------
INCOME BEFORE MINORITY INTEREST                                 22,873        42,675          58,493        70,642

Minority interest                                                  (79)         (315)           (192)         (398)
                                                            -----------   -----------     -----------   -----------
NET INCOME                                                  $   22,794    $   42,360      $   58,301    $   70,244
                                                            ===========   ===========     ===========   ===========


</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>

                                                                                           Nine Months Ended
                                                                                              January 31,
                                                                                    ------------------------------
                                                                                         1997             1996
                                                                                    -------------    -------------
<S>                                                                                  <C>              <C>    
Cash flows from operating activities
Net income                                                                           $    58,301      $    70,244
Adjustments to reconcile net income to net cash provided by
    operating activities:
   Amortization of restricted unit compensation expense                                    1,626            1,165
   Depreciation and amortization                                                             711              736
   Minority interest, net of distributions                                                   214              382
(Increase) decrease in:
   Investment management fees receivable                                                  (7,880)          (7,275)
   Other assets                                                                             (821)           2,795
Increase (decrease) in:
   Accrued employee compensation and benefits                                              1,680            1,307
   Accrued expenses and other liabilities                                                   (103)            (702)
   Deferred investment management fees                                                     1,266            1,088
                                                                                    -------------    -------------
Net cash provided by operating activities                                                 54,994           69,740
                                                                                    -------------    -------------
Cash flows from investing activities
Purchases of fixed assets                                                                   (565)            (232)
Proceeds from sales of mutual fund shares and other investments                            1,934            2,817
Purchases of mutual fund shares and other investments                                     (2,279)          (5,891)
                                                                                    -------------    -------------
Net cash (used in) investing activities                                                     (910)          (3,306)
                                                                                    -------------    -------------
Cash flows from financing activities
Net (repayments of) bank loans                                                                 -           (9,182)
Payment of note payable                                                                     (400)            (400)
Distributions to partners:
   Oppenheimer Financial Corp.                                                           (15,534)         (12,771)
   Oppenheimer Capital, L.P.                                                             (32,155)         (26,075)
Contributions by Oppenheimer Capital, L.P.                                                   380              300
                                                                                     ------------    -------------
Net cash (used in) financing activities                                                  (47,709)         (48,128)
                                                                                     ------------    -------------
Net increase in cash and short term investments                                            6,375           18,306

Cash and short term investments at beginning of period                                    21,019            9,214
                                                                                     ------------    -------------
Cash and short term investments at end of period                                     $    27,394      $    27,520
                                                                                     ============    =============
Supplemental disclosure of cash flow information:

Interest paid                                                                        $        87      $       609
                                                                                     ============    =============
New York City unincorporated business taxes paid                                     $     2,402      $     3,025
                                                                                     ============    =============
</TABLE>


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

                                     - 10 -

<PAGE>


                               OPPENHEIMER CAPITAL

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.    Organization:

      Oppenheimer Capital (the "Operating Partnership"),  a general partnership,
engages in the investment  management business.  Oppenheimer Capital,  L.P. (the
"Partnership")  holds a 67.49%  general  partnership  interest in the  Operating
Partnership and Oppenheimer Financial Corp. ("Opfin") holds the remaining 32.51%
general partnership interest. The Operating Partnership is part of an affiliated
group of companies operating in the financial services industry.

2.    Basis of Presentation:

      The interim financial information in this report has not been audited. The
financial statements should be read in conjunction with the financial statements
included in the Partnership's  1996 Annual Report. In the opinion of management,
all adjustments (which include only normal recurring  adjustments)  necessary to
present fairly the financial  position and results of operations for all periods
presented  have been made.  The results of operations for any interim period are
not necessarily indicative of the operating results for a full year.

3.    Income Taxes:

      The Operating  Partnership is not generally  subject to Federal,  state or
local income taxes. The Operating Partnership,  however, was subject to New York
City unincorporated business tax of $1.0 million and $2.4 million, respectively,
for the three months and nine months ended January 31, 1997 and $1.9 million and
$3.1 million,  respectively,  for the three months and nine months ended January
31, 1996.

4.    Acquisitions of Businesses:

      In May, 1994, a subsidiary of the American Medical Association ("AMA") and
the Operating  Partnership formed AMA Investment  Advisers,  L.P. to acquire the
assets of AMA Investment Advisers, Inc. and American Medical Investment Company,
Inc. The Operating  Partnership and Opfin acquired a 79.1% and 1.0%  partnership
interest,  respectively,  for their pro rata  portions of $500,000 in cash and a
$1.2 million  promissory note bearing interest at the prime rate. On each of May
1, 1995 and May 1, 1996,  $400,000  was paid on the  promissory  note,  with the
remainder due on May 1, 1997. AMA Investment  Advisers,  L.P. offers  investment
services and products  tailored  especially for members of the AMA, other health
care professionals and medical organizations. (See page 17)

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

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

5.    Prior Period Financial Information:

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








                                     - 11 -

<PAGE>


                               OPPENHEIMER CAPITAL

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)


6.    Gain on Quest Sale

      On November 22, 1995, the Operating  Partnership completed the sale of the
investment  advisory  and other  contracts  and business  relationships  for its
twelve Quest for Value mutual funds to OppenheimerFunds,  Inc. ("OFI"), which is
unrelated to the Operating Partnership, for an Initial Purchase Price Payment of
$41.7  million.  In December,  1996, a Deferred  Purchase  Price Payment of $3.8
million was received by the Operating  Partnership  as a result of the assets of
the six merged fixed income funds being at stated levels. The gains on the sale,
shown separately from operating income on the statements of income,  amounted to
$2.8  million for the three and nine month  periods  ended  January 31, 1997 and
$27.7 million for the three and nine month periods ended January 31, 1996.

7.    PIMCO Advisors

      On  February  13,  1997,   Oppenheimer   Group,  Inc.  ("OGI")  and  its
subsidiary,  Opfin,  entered into a definitive  agreement for PIMCO Advisors and
its affiliate,  Thomson  Advisory Group Inc., to acquire Opfin's 32.51% managing
general partner  interest in the Operating  Partnership,  Opfin's 1% general
partner interests 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 consents from certain
lenders,  approval from regulatory  authorities  including the Internal Revenue 
Service and consents of certain clients, which are expected to take up to six 
months to obtain.

      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.



























                                     - 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 January 31, 1997 and January 31, 1996 of
$15.4 million and $28.5 million, respectively. For the nine months ended January
31, 1997 and January 31, 1996, the  Partnership  recorded  equity in earnings of
the  Operating  Partnership  of $39.3 million and $47.3  million,  respectively.
Equity in earnings of the Operating Partnership decreased for both the three and
nine month periods due to the gain  recognized by the Operating  Partnership  on
the sale in November 1995 of the Quest for Value  investment  advisory and other
contracts and business  relationships  (the "Quest  sale") to  OppenheimerFunds,
Inc.  ("OFI"),  an unrelated third party, and the decrease was offset in part by
the higher operating income of the Operating  Partnership for both the three and
nine month periods. Equity in earnings of the Operating Partnership for both the
three and nine months ended January 31, 1997  included  $1.8 million  related to
the Quest sale.  Equity in earnings of the  Operating  Partnership  for both the
three and nine months ended January 31, 1996 included  $17.7 million  related to
the Quest sale.

         Other  expenses  consist of New York City  unincorporated  business tax
("UBT").  For the three months ended January 31, 1997 and January 31, 1996,  the
Partnership's New York City UBT totaled $33,000 and $33,000,  respectively,  and
for the nine months ended  January 31, 1997 and January 31, 1996,  New York City
UBT totaled $100,000 and $100,000, respectively.

         Net income for the three months ended  January 31, 1997 and January 31,
1996 amounted to $15.5  million and $28.6  million,  respectively,  or $1.00 per
unit and $1.86 per unit,  respectively.  Net  income for the nine  months  ended
January  31, 1997 and  January  31,  1996  amounted  to $39.7  million and $47.7
million,  respectively, or $2.56 per unit and $3.10 per unit, respectively.  For
both the three and nine months  ended  January 31,  1997,  the gain on the Quest
sale  represented  net income of $1.8  million,  or $.12 per unit.  For both the
three and nine  months  ended  January  31,  1996,  the gain on the  Quest  sale
represented net income of $17.7 million, or $1.15 per unit.

Liquidity and Capital Resources

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

         The Partnership makes quarterly distributions in an amount equal to 99%
of available cash flow to the limited partners (the "Unitholders") and 1% to the
general partner,  Oppenheimer Financial Corp. ("Opfin").  For the three and nine
months  ended  January 31,  1997,  the  Partnership  declared  distributions  to
Unitholders  of $0.95 per unit and $2.35 per unit,  respectively.  The $0.95 per
unit  distribution  declared  during the three months ended January 31, 1997 was
comprised  of a  $0.85  regular  quarterly  distribution  and  a  $0.10  special
distribution  resulting from the Deferred Purchase Payment received on the Quest
sale.  For the three and nine months  ended  January 31, 1996,  the  Partnership
declared  distributions  to  Unitholders  of $1.175 per unit and $2.35 per unit,
respectively.  The $1.175 per unit distribution declared during the three months
ended January 31, 1996 was comprised of a $0.625 regular quarterly  distribution
and a $0.55  special  distribution  resulting  from the Initial  Purchase  Price
Payment received on the Quest sale.

                                     - 13 -

<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


OPPENHEIMER CAPITAL

General

         The Operating  Partnership's results of operations include those of its
basic institutional  investment  management business and those of Opcap Advisors
("Advisors"),  OCC Distributors  ("Distributors"),  Oppenheimer Capital Limited,
AMA  Investment  Advisers,  L.P.  ("AMA  Advisers"),  Oppenheimer  Capital Trust
Company and Saratoga Capital Management.

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

         As shown below, the value of assets under management increased 30.2% to
$50.6  billion at January 31, 1997 from $38.8  billion at January 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  retail  businesses,
including mutual funds and wrap fee accounts.
<TABLE>
<CAPTION>
                                                                                                                Percent
                                                      At January 31, 1997       At January 31, 1996            Increase
                                                    -----------------------   -----------------------     ---------------
<S>                                                    <C>                       <C>                              <C>   
Separate Account Management                            $          33,260         $          27,641                20.3%

Wrap Fee                                                           5,419                     2,960                83.1%

Mutual Funds & Other Commingled Products                          11,911                     8,144                46.3%
                                                    -----------------------   -----------------------     ---------------

Subtotal                                                          50,590                    38,745                30.6%

Option Management (1)                                                  -                       100                 n/a
                                                    -----------------------   -----------------------     ---------------
    Total                                              $          50,590         $          38,845                30.2%
                                                    =======================   =======================     ===============
</TABLE>

(1)  Reflects withdrawal from the option management business.









                                     - 14 -
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

OPPENHEIMER CAPITAL (Continued)

Gain on Quest Sale

         On November 22, 1995, the Operating  Partnership  completed the sale of
the investment  advisory and other contracts and business  relationships for its
twelve Quest for Value mutual funds (the "Quest sale") to OppenheimerFunds, Inc.
("OFI"),  which  is  unrelated  to the  Operating  Partnership,  for an  Initial
Purchase Price Payment of $41.7 million. In December,  1996, a Deferred Purchase
Price  Payment of $3.8 million was received by the  Operating  Partnership  as a
result of the  assets  of the six  merged  fixed  income  funds  being at stated
levels.  The gains on the sale,  shown  separately from operating  income on the
statements  of income,  amounted  to $2.8  million  for the three and nine month
periods  ended  January 31, 1997 and $27.7  million for the three and nine month
periods ended January 31, 1996.

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

Operating Revenues

         Total  operating  revenues  increased  18.5% for the three months ended
January 31, 1997 to $48.1  million from $40.6 million for the three months ended
January 31, 1996 and increased  14.8% for the nine months ended January 31, 1997
to $134.0  million  from $116.7  million for the nine months  ended  January 31,
1996.  Total  operating  revenues  include   investment   management  fees,  net
distribution assistance and commission income, and interest and dividends.

         Investment  management  fees increased 19.3% for the three months ended
January 31, 1997 to $46.8  million from $39.2 million for the three months ended
January 31, 1996 as average  assets under  management for the three months ended
January 31, 1997  increased  29.0% to $48.2  billion from $37.3  billion for the
three months ended January 31, 1996.  Investment management fees increased 16.8%
for the nine months ended January 31, 1997 to $129.5 million from $110.8 million
for the nine months ended  January 31, 1996 as average  assets under  management
for the nine months ended January 31, 1997 increased 24.1% to $44.4 billion from
$35.8 billion for the nine months ended January 31, 1996.

         Investment   management   fee  revenue  grew  less  than  assets  under
management  due to the lower  subadvisory  fee rates  earned on the  Oppenheimer
Quest funds than the advisory fee prior to the Quest sale. However,  these lower
fee rates  were  more  than  offset  by asset  growth  for  these  funds and the
elimination  of mutual  fund  distribution  expenses.  Annual  subadvisory  fees
related to the Quest funds are  projected at $11.4  million  annually,  based on
assets  under  management  at January 31,  1997,  down from the  previous  $15.7
million of annual  fees for the twelve  Quest for Value  Funds at  November  22,
1995.  Assets in the six equity  funds have more than doubled to $3.8 billion at
February 24, 1997 from $1.4 billion on November 21, 1995, reflecting record fund
sales  and  market  appreciation.  The  above  decrease  was  offset  in part by
investment  management fees increasing due to higher fee realizations  resulting
from a shift in the asset  mix  toward  higher  effective  fee rate  businesses,
including  mutual  funds,  variable  annuities  and  wrap fee  accounts  and the
withdrawal from the option management business, which had very low fee rates.

         Net  distribution  assistance and commission  income  increased 3.1% to
$1.0 million for the three months ended  January 31, 1997 from  $921,000 for the
three months ended January 31, 1996, and decreased 31.6% to $3.6 million for the
nine months  ended  January 31, 1997 from $5.3 million for the nine months ended
January 31, 1996. The decrease in the nine month  comparison is primarily due to
lower unit investment  trust  commission  income due to reduced demand for fixed
income unit investment trusts, and reduced commission and distribution income as
a result  of the  Quest  sale.  These  decreases  were  offset in part by higher
certificate of deposit commission income resulting from greater demand for funds
by banks.




                                     - 15 -

<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


OPPENHEIMER CAPITAL (Continued)

Operating Revenues (continued)

         Interest and dividend income decreased to $357,000 for the three months
ended January 31, 1997 from $419,000 for the three months ended January 31, 1996
and  increased  to  $862,000  for the nine  months  ended  January 31, 1997 from
$597,000  for the nine months ended  January 31, 1996.  The increase in interest
and  dividend  income for the current nine month period as compared to the prior
year  period  can be  primarily  attributed  to the  higher  average  daily cash
balances  during the current year period as a result of the retention of part of
the proceeds from the Quest sale on November 22, 1995.

Operating Expenses

         Total expenses  increased  13.7% for the three months ended January 31,
1997 to $27.0  million from $23.8 million for the three months ended January 31,
1996 and  increased  7.4% for the nine  months  ended  January 31, 1997 to $75.9
million from $70.7 million for the nine months ended January 31, 1996.

         The Operating  Partnership's  most  significant  category of expense is
employee  compensation and benefits,  which includes  salaries,  bonuses,  sales
commissions,   incentive   compensation  and  other  payroll  related  expenses.
Compensation  and benefits  expense  increased  19.6% for the three months ended
January 31, 1997 to $20.7  million from $17.3 million for the three months ended
January 31, 1996 and increased  11.7% for the nine months ended January 31, 1997
to $57.1  million from $51.1 million for the nine months ended January 31, 1996.
Compensation  and benefits  increased  primarily as a result of higher incentive
compensation  accruals  due to  increased  new  business  and  higher  operating
profits.  In  addition,  compensation  and  benefits  expense  increased  due to
additions  to staff in the  expanding  retail and  separate  account  management
businesses.  These increases were offset in part by significant staff reductions
at Distributors,  AMA Advisers, and in mutual fund accounting.  Current staffing
levels have decreased 17.2% to 351 from a high of 424 prior to the Quest sale.

         Occupancy  expenses  remained  consistent  for the three  months  ended
January  31,  1997 at $1.7  million as  compared  to $1.7  million for the three
months  ended  January 31,  1996 and  decreased  5.3% for the nine months  ended
January 31, 1997 to $4.8  million  from $5.1  million for the nine months  ended
January 31, 1996. The decrease for the nine month  comparison  reflects  reduced
rent  expense  as a  result  of the  termination  of  leases  for AMA  Advisers.
Additionally,  adjustments to rent escalation accruals were made during the nine
months ended January 31, 1997.

         General and administrative expenses decreased 3.8% for the three months
ended  January 31, 1997 to $3.2  million  from $3.3 million for the three months
ended January 31, 1996. For the nine months ended January 31, 1997,  general and
administrative expenses increased 4.7% to $9.3 million from $8.9 million for the
nine months ended January 31, 1996.  The 3.8% decline in the current  quarter is
primarily due to reduced costs as a result of the Quest sale and cost reductions
of AMA Advisers.  As a result of the Quest sale in November  1995, the Operating
Partnership  was able to  eliminate  all of its  outstanding  bank loans and the
related interest expense.  The 4.7% increase in the nine month comparison is the
result of costs  incurred in connection  with the  development of new businesses
and  increased  investments  in computer  equipment  and software as a result of
increased  technical  support for  professional  and  administrative  staff, and
higher  professional  services  expenses due to the  expansion of the  Operating
Partnership's business, and was offset in part by cost savings realized from the
Quest sale and cost reductions at AMA Advisers.

         Promotional  expenses  remained  consistent  for the three months ended
January  31,  1997 at $1.5  million as  compared  to $1.5  million for the three
months  ended  January 31, 1996 and  decreased  15.7% for the nine months  ended
January 31, 1997 to $4.7  million  from $5.6  million for the nine months  ended
January 31, 1996.  The decrease in  promotional  expenses was due primarily to a
reduction in promotional  expenses  incurred by  Distributors as a result of the
elimination of the open-end  mutual fund  distribution  effort (the Quest sale),
and the elimination of the retail operations of AMA Advisers.

                                     - 16 -
<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


OPPENHEIMER CAPITAL (Continued)

Operating Income

      Operating  income for the three months ended January 31, 1997 increased
25.3% to $21.1 million from $16.8 million for the three months ended January 31,
1996 and  increased  26.1% for the nine months  ended  January 31, 1997 to $58.0
million from $46.0 million for the nine months ended  January 31, 1996.  For the
three months ended  January 31, 1997,  the operating  profit margin  expanded to
43.8%  from 41.4% for the three  months  ended  January  31,  1996 as  operating
revenues grew 18.5% while expenses  increased  13.7%.  For the nine months ended
January 31, 1997, the operating  profit margin  expanded to 43.3% from 39.4% for
the nine months ended  January 31, 1996 as operating  revenues  grew 14.8% while
expenses increased 7.4%.

Income Taxes

      The  Operating  Partnership  is not  subject to Federal,  state,  or local
income  taxes,  which  are  the  obligations  of the  individual  partners.  The
Operating  Partnership,  however, was subject to New York City UBT of $1 million
and $2.4  million,  respectively,  for the three  months and nine  months  ended
January 31, 1997 and $1.9 million and $3.1 million,  respectively, for the three
months and nine months ended  January 31, 1996.  New York City UBT for the three
and nine months ended  January 31, 1997 declined from the prior years period due
to lower net income in fiscal 1997 than fiscal  1996.  The decline in net income
is due to a larger gain on the Quest sale that was recorded in the third quarter
of fiscal 1996 than the gain recorded in fiscal 1997. This decline was offset in
part by higher  operating  income during the three and nine months ended January
31, 1997 compared to the prior years period.

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  affiliated or  non-affiliated  parties.  The Operating  Partnership
intends to distribute on a quarterly basis  substantially  all its net income to
the  Partnership and to Opfin.  The Operating  Partnership may distribute to the
Partnership  and to  Opfin  excess  cash,  taking  into  account  the  Operating
Partnership's financial condition,  results of operations, cash requirements and
general  economic  conditions.  On January 31, 1997,  the Operating  Partnership
declared a  distribution  to its  partners  of $20.8  million  which was paid on
February 28, 1997.

PIMCO Advisors

      On  February  13,  1997,   Oppenheimer   Group,  Inc.  ("OGI")  and  its
subsidiary,  Opfin,  entered into a definitive  agreement for PIMCO Advisors and
its affiliate,  Thomson  Advisory Group Inc., to acquire Opfin's 32.51% managing
general partner  interest in the Operating  Partnership,  Opfin's 1% general
partner interests 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 consents from certain
lenders,  approval from regulatory  authorities  including the Internal Revenue 
Service and consents of certain clients, which are expected to take up to six 
months to obtain.

      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.




                                     - 17 -
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


OPPENHEIMER CAPITAL (Continued)

AMA Advisers

         The Operating  Partnership reached a preliminary  agreement to sell its
exclusive  license to market  financial  products  to  members  of the  American
Medical Association.  This transaction is subject to the parties entering into a
definitive purchase and sale agreement.  The proceeds from this transaction will
be  used  to  purchase  the  20% of AMA  Advisers  not  owned  by the  Operating
Partnership and to repay the balance of the original  acquisition  debt incurred
to purchase AMA  Advisers.  AMA Advisers  will  continue to operate,  collecting
distribution fees on mutual funds previously sold by American Medical Investment
Company Inc.

Saratoga Capital Management.

         The Operating Partnership entered into a definitive agreement,  subject
to certain  financial  conditions and to shareholder  approval,  to sell its 50%
interest in Saratoga Capital Management. The proceeds, which are not expected to
be  significant,  will be paid to the  Operating  Partnership  over a five  year
period.  Saratoga Capital Management had not attained  break-even status.  After
the sale,  the Operating  Partnership  will continue to manage two portfolios of
the Saratoga Advantage Trust, for which it will continue to receive fees.

Unit Investment Trusts

         The Operating  Partnership has decided not to offer any additional Unit
Investment  Trusts  as a  result  of a  reduced  demand  for this  product.  The
Operating  Partnership  will  continue to service  existing  trusts for which it
receives an annual fee. Personnel involved in this business are being allowed to
resign and  receive  severance  payments or will be  deployed  elsewhere  in the
Operating Partnership's business.

Dual Purpose Fund Sale

         On January 31, 1997, the Quest For Value Dual Purpose Fund (the "Fund")
redeemed all  18,004,302 of its Income Shares for total proceeds of $209 million
as required by its  prospectus.  On March 3, 1997,  the Fund began trading as an
open-end mutual fund which was renamed the Oppenheimer Quest Capital Value Fund.
As part of the Quest sale, OFI was granted a call to purchase from the Operating
Partnership   the   investment   advisory  and  other   contracts  and  business
relationships  for the Fund and such call was exercised by OFI. The terms of the
agreement  call for the purchase  price payable by OFI to be determined 120 days
after the Fund's  conversion to an open-end mutual fund, based on the net assets
at  that  date.  The  Operating   Partnership   expects  to  declare  a  special
distribution to its partners based on the net profit from this transaction.

         On March 3, 1997,  the Operating  Partnership  began to manage the Fund
under a subadvisory  agreement with OFI. The  subadvisory  fee is  significantly
lower than the management fee previously earned by the Operating Partnership.














                                     - 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: March 12, 1997        By:    /s/ Joseph M. La Motta
                                      ----------------------
                                          Joseph M. La Motta
                                          Executive Vice President and Director
                                          of Oppenheimer Financial Corp.;
                                          Chairman and Chief Executive Officer
                                          of Oppenheimer Capital


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





















                                   








                                     - 20 -
<PAGE>