<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 1997

                                                   Registration No. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                   ----------

                          OPPENHEIMER CAPITAL, L.P. (1)
             (Exact name of registrant as specified in its charter)

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

                       800 Newport Center Drive, Suite 100
                         Newport Beach, California 92660
                                 (714) 717-7022
                        (Address, including zip code, and
                     telephone number, including area code,
                  of registrant's principal executive offices)

                                   ----------

                           1997 UNIT INCENTIVE PLAN OF
                          PIMCO ADVISORS HOLDINGS L.P.
                           AND PIMCO ADVISORS L.P. (1)

                              (Full title of Plan)

                                   ----------

<TABLE>
<S>                                                       <C>                             
            Kenneth M. Poovey                                          Copy to:
Executive Vice President and General Counsel                       David C. Flattum
        Oppenheimer Capital, L.P.                                  Latham & Watkins
   800 Newport Center Drive, Suite 100                    650 Town Center Drive, Suite 2000
     Newport Beach, California 92660                         Costa Mesa, California 92626
             (714) 717-7022                                         (714) 540-1235
</TABLE>

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================
                                                                    Proposed
                                                  Proposed          Maximum
  Title of Each Class             Amount          Maximum          Aggregate          Amount of
   of Securities to                to be       Offering Price       Offering         Registration
     be Registered              Registered      Per Unit (2)        Price (2)            Fee
-------------------------------------------------------------------------------------------------
<S>                             <C>               <C>             <C>                  <C>    
Units of Limited Partner                                                                      
Interest                        10,000,000        $31.22          $312,200,000         $92,099
==================================================================================================
</TABLE>

(1)     The Registrant will change its name from Oppenheimer Capital, L.P. to
        PIMCO Advisors Holdings L.P. effective January 1, 1998.

(2)     Estimated solely for the purposes of calculating the registration fee
        pursuant to Rule 457(h) under the Securities Act of 1933, as amended.

================================================================================



<PAGE>   2

                                     PART I

         The information called for in Part I of Form S-8 is not being prepared
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").

                                     PART II

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission by Oppenheimer
Capital, L.P., a Delaware limited partnership renamed to PIMCO Advisors Holdings
L.P. effective January 1, 1998 (the "Partnership"), are incorporated as of their
respective dates in this Registration Statement by reference:

        1.      Prospectus, as filed with the Commission with the Registration
                Statement on Form S-1 on December 16, 1997, Registration No.
                333-39585 (includes a description of the units of limited
                partner interest in PA Holdings);

        2.      Quarterly Report on Form 10-Q for the quarter ended July 31,
                1997;

        3.      Quarterly Report on Form 10-Q for the quarter ended October 31,
                1997;

        4.      Current Report on Form 8-K as filed with the Commission on
                November 6, 1997 and the amendment thereto on Form 8-K/A filed
                with the Commission on November 20, 1997; and

        5.      Current Report on Form 8-K as filed with the Commission on
                December 12, 1997

         All documents filed by the Partnership or the 1997 Unit Incentive Plan
of PIMCO Advisors Holdings L.P. and PIMCO Advisors L.P. (the "1997 Plan")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         As permitted by the Delaware General Corporation Law and the Delaware
Limited Partnership Law (collectively, the "DGCL"), the Amended and Restated
Agreement of Limited Partnership of Oppenheimer Capital, L.P. (the "Partnership
Agreement") requires the Partnership to indemnify the general partner, its
affiliates and all of its officers, directors, partners, employees and agents
(collectively, the "Indemnitees") against any and all 



                                       2
<PAGE>   3

proceedings in which the Indemnitees may be involved, or threatened to be
involved, as a party or otherwise by reason of their management of the affairs
of the Partnership or which relates to or arises out of the Partnership or
related entities. The Partnership Agreement provides that such Indemnitees are
not entitled to indemnification with respect to any claim, issue or matter in
which they have been adjudged liable for actual fraud, willful misconduct or
gross negligence, unless and only to the extent that the court in which such
action was brought, or another court of competent jurisdiction, determines upon
application that, despite the adjudication of liability, but in view of all the
circumstances of the case, the Indemnitee is fairly and reasonably entitled to
indemnification for such liabilities and expenses as the court may deem proper.

         The Partnership Agreement also provides that the general partner will
not be liable to the Partnership or the holders of units of limited partnership
interest in the Partnership for errors in judgment or for breach of fiduciary
duty (including breach of any duty of care or any duty of loyalty) unless the
general partner's action or failure to act involved an act or omission that
constitutes actual fraud, gross negligence or willful or wanton misconduct.

         The inclusion of the above provisions in the Partnership Agreement may
have the effect of reducing the likelihood of unitholder derivative suits
against directors and may discourage or deter unitholders or management from
bringing a lawsuit against Indemnitees for breach of their duty of care, even
though such an action, if successful, might otherwise have benefited the
Partnership and its unitholders.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

         See Index to Exhibits on page 6.

ITEM 9.           UNDERTAKINGS.

        (a)     The undersigned registrant hereby undertakes:

                (1)     To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        Registration Statement:

                        (i)     To include any prospectus required by Section
                                10(a)(3) of the Securities Act of 1933, as
                                amended (the "Act");

                        (ii)    To reflect in the prospectus any facts or events
                                arising after the effective date of this
                                Registration Statement (or the most recent
                                post-effective amendment thereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set forth
                                in the Registration Statement. Notwithstanding
                                the foregoing, any increase or decrease in
                                volume of securities offered (if the total
                                dollar value of securities offered would not
                                exceed that which was registered) and any
                                deviation from the low or high and of the
                                estimated maximum offering range may be
                                reflected in the form of prospectus filed with
                                the Commission pursuant to Rule 424(b) if, in
                                the aggregate, the changes in volume and price
                                represent no more than 20 percent change in the
                                maximum aggregate offering price set forth in
                                the "Calculation of Registration Fee" table in
                                the effective registration statement;

                        (iii)   To include any material information with respect
                                to the plan of distribution not previously
                                disclosed in the Registration Statement or any
                                material change to such information in the
                                Registration Statement;

                                       3
<PAGE>   4

                        Provided, however, that paragraphs (a)(1)(i) and
                        (a)(1)(ii) do not apply, and the information required to
                        be included in a post-effective amendment by those
                        paragraphs is contained in periodic reports filed with
                        or furnished to the Commission by the Registrant
                        pursuant to Section 13 or 15(d) of the Exchange Act that
                        are incorporated by reference in the Registration
                        Statement.

                        (2)     That, for the purpose of determining any
                                liability under the Act, each such
                                post-effective amendment shall be deemed to be a
                                new registration statement relating to the
                                securities offered therein, and the offering of
                                such securities at that time shall be deemed to
                                be the initial bona fide offering thereof.

                        (3)     To remove from registration by means of a
                                post-effective amendment any of the securities
                                being registered which remain unsold at the
                                termination of the offering.

                (b)     The undersigned registrant hereby undertakes that, for
                        purposes of determining any liability under the Act,
                        each filing of the registrant's annual report pursuant
                        to section 13(a) or section 15(d) of the Exchange Act
                        (and, where applicable, each filing of an employee
                        benefit plan's annual report pursuant to section 15(d)
                        of the Exchange Act) that is incorporated by reference
                        in this Registration Statement shall be deemed to be a
                        new registration statement relating to the securities
                        offered herein, and the offering of such securities at
                        that time shall be deemed to be the initial bona fide
                        offering thereof.

                (c)     Insofar as indemnification for liabilities arising under
                        the Act may be permitted to directors, officers and
                        controlling persons of the registrant pursuant to the
                        foregoing provisions, or otherwise, the registrant has
                        been advised that in the opinion of the Securities and
                        Exchange Commission such indemnification is against
                        public policy as expressed in the Act and is, therefore,
                        unenforceable. In the event that a claim for
                        indemnification against such liabilities (other than the
                        payment by the registrant of expenses incurred or paid
                        by a director, officer or controlling person of the
                        registrant in the successful defense of any action, suit
                        or proceeding) is asserted by such director, officer or
                        controlling person in connection with the securities
                        being registered, the registrant will, unless in the
                        opinion of its counsel the matter has been settled by
                        controlling precedent, submit to a court of appropriate
                        jurisdiction the question whether such indemnification
                        by it is against public policy as expressed in the Act
                        and will be governed by the final adjudication of such
                        issue.



                                       4
<PAGE>   5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Partnership certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newport Beach, State of California, on this 19th
day of December 1997.

                                                    OPPENHEIMER CAPITAL, L.P.

                                                    /s/ WILLIAM D. CVENGROS
                                                    ----------------------------
                                                        William D. Cvengros
                                                        Chief Executive Officer


         Each person whose signature appears below hereby constitutes and
appoints William D. Cvengros and Robert M. Fitzgerald as his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 and to file the same with all
exhibits thereto and any other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.

         Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 has been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
              Signature                                 Title                                  Date
              ---------                                 -----                                  ----
<S>                                         <C>                                          <C>              

/s/ WILLIAM D. CVENGROS                             Board Member,
--------------------------------------         Chief Executive Officer                   December 19, 1997
    William D. Cvengros                     (Principal Executive Officer)


/s/ ROBERT M. FITZGERALD                            Board Member,
--------------------------------------         Senior Vice President,                   December 19, 1997
    Robert M. Fitzgerald                       Chief Financial Officer
                                         (Principal Financial and Accounting
                                                      Officer)

/s/ KENNETH M. POOVEY                               Board Member,
--------------------------------------        Executive Vice President                   December 19, 1997
    Kenneth M. Poovey 
</TABLE>


                                       5
<PAGE>   6

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT                                                                         PAGE
-------                                                                         ----
<S>                                                                             <C> 
 5.1    Opinion of Richards, Layton & Finger

10.1    1997 Unit Incentive Plan of PIMCO Advisors Holdings L.P. and PIMCO
        Advisors L.P.

23.1    Consent of Richards, Layton & Finger (included in Exhibit 5.1)

23.2    Consent of Price Waterhouse LLP

23.3    Consent of Price Waterhouse LLP

23.4    Consent of Deloitte & Touche LLP

24.1    Power of Attorney (included on signature page)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19126}]
{"company-data": {"conformed-name": "OPPENHEIMER CAPITAL L P /DE/", "cik": "0000814562", "assigned-sic": "6799", "irs-number": "133412614", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43201", "film-number": "97743976"}, "business-address": {"street1": "800 NEWPORT CENTER DR", "street2": "STE 100", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "7147177022"}, "mail-address": {"street1": "33 MAIDEN LANE", "city": "NEW YORK", "state": "NY", "zip": "10038"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 1997

                                                   Registration No. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                   ----------

                          OPPENHEIMER CAPITAL, L.P. (1)
             (Exact name of registrant as specified in its charter)

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

                       800 Newport Center Drive, Suite 100
                         Newport Beach, California 92660
                                 (714) 717-7022
                        (Address, including zip code, and
                     telephone number, including area code,
                  of registrant's principal executive offices)

                                   ----------

                           1997 UNIT INCENTIVE PLAN OF
                          PIMCO ADVISORS HOLDINGS L.P.
                           AND PIMCO ADVISORS L.P. (1)

                              (Full title of Plan)

                                   ----------
Kenneth M. Poovey                                          Copy to:
Executive Vice President and General Counsel                       David C. Flattum
        Oppenheimer Capital, L.P.                                  Latham & Watkins
   800 Newport Center Drive, Suite 100                    650 Town Center Drive, Suite 2000
     Newport Beach, California 92660                         Costa Mesa, California 92626
             (714) 717-7022                                         (714) 540-1235
(Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
=================================================================================================
                                                                    Proposed
                                                  Proposed          Maximum
  Title of Each Class             Amount          Maximum          Aggregate          Amount of
   of Securities to                to be       Offering Price       Offering         Registration
     be Registered              Registered      Per Unit (2)        Price (2)            Fee
-------------------------------------------------------------------------------------------------
Units of Limited Partner                                                                      
Interest                        10,000,000        $31.22          $312,200,000         $92,099
==================================================================================================
(1)     The Registrant will change its name from Oppenheimer Capital, L.P. to
        PIMCO Advisors Holdings L.P. effective January 1, 1998.

(2)     Estimated solely for the purposes of calculating the registration fee
        pursuant to Rule 457(h) under the Securities Act of 1933, as amended.

================================================================================
2

                                     PART I

         The information called for in Part I of Form S-8 is not being prepared
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").

                                     PART II

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission by Oppenheimer
Capital, L.P., a Delaware limited partnership renamed to PIMCO Advisors Holdings
L.P. effective January 1, 1998 (the "Partnership"), are incorporated as of their
respective dates in this Registration Statement by reference:

        1.      Prospectus, as filed with the Commission with the Registration
                Statement on Form S-1 on December 16, 1997, Registration No.
                333-39585 (includes a description of the units of limited
                partner interest in PA Holdings);

        2.      Quarterly Report on Form 10-Q for the quarter ended July 31,
                1997;

        3.      Quarterly Report on Form 10-Q for the quarter ended October 31,
                1997;

        4.      Current Report on Form 8-K as filed with the Commission on
                November 6, 1997 and the amendment thereto on Form 8-K/A filed
                with the Commission on November 20, 1997; and

        5.      Current Report on Form 8-K as filed with the Commission on
                December 12, 1997

         All documents filed by the Partnership or the 1997 Unit Incentive Plan
of PIMCO Advisors Holdings L.P. and PIMCO Advisors L.P. (the "1997 Plan")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         As permitted by the Delaware General Corporation Law and the Delaware
Limited Partnership Law (collectively, the "DGCL"), the Amended and Restated
Agreement of Limited Partnership of Oppenheimer Capital, L.P. (the "Partnership
Agreement") requires the Partnership to indemnify the general partner, its
affiliates and all of its officers, directors, partners, employees and agents
(collectively, the "Indemnitees") against any and all 

                                       2
3

proceedings in which the Indemnitees may be involved, or threatened to be
involved, as a party or otherwise by reason of their management of the affairs
of the Partnership or which relates to or arises out of the Partnership or
related entities. The Partnership Agreement provides that such Indemnitees are
not entitled to indemnification with respect to any claim, issue or matter in
which they have been adjudged liable for actual fraud, willful misconduct or
gross negligence, unless and only to the extent that the court in which such
action was brought, or another court of competent jurisdiction, determines upon
application that, despite the adjudication of liability, but in view of all the
circumstances of the case, the Indemnitee is fairly and reasonably entitled to
indemnification for such liabilities and expenses as the court may deem proper.

         The Partnership Agreement also provides that the general partner will
not be liable to the Partnership or the holders of units of limited partnership
interest in the Partnership for errors in judgment or for breach of fiduciary
duty (including breach of any duty of care or any duty of loyalty) unless the
general partner's action or failure to act involved an act or omission that
constitutes actual fraud, gross negligence or willful or wanton misconduct.

         The inclusion of the above provisions in the Partnership Agreement may
have the effect of reducing the likelihood of unitholder derivative suits
against directors and may discourage or deter unitholders or management from
bringing a lawsuit against Indemnitees for breach of their duty of care, even
though such an action, if successful, might otherwise have benefited the
Partnership and its unitholders.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

         See Index to Exhibits on page 6.

ITEM 9.           UNDERTAKINGS.

        (a)     The undersigned registrant hereby undertakes:

                (1)     To file, during any period in which offers or sales are
                        being made, a post-effective amendment to this
                        Registration Statement:

                        (i)     To include any prospectus required by Section
                                10(a)(3) of the Securities Act of 1933, as
                                amended (the "Act");

                        (ii)    To reflect in the prospectus any facts or events
                                arising after the effective date of this
                                Registration Statement (or the most recent
                                post-effective amendment thereof) which,
                                individually or in the aggregate, represent a
                                fundamental change in the information set forth
                                in the Registration Statement. Notwithstanding
                                the foregoing, any increase or decrease in
                                volume of securities offered (if the total
                                dollar value of securities offered would not
                                exceed that which was registered) and any
                                deviation from the low or high and of the
                                estimated maximum offering range may be
                                reflected in the form of prospectus filed with
                                the Commission pursuant to Rule 424(b) if, in
                                the aggregate, the changes in volume and price
                                represent no more than 20 percent change in the
                                maximum aggregate offering price set forth in
                                the "Calculation of Registration Fee" table in
                                the effective registration statement;

                        (iii)   To include any material information with respect
                                to the plan of distribution not previously
                                disclosed in the Registration Statement or any
                                material change to such information in the
                                Registration Statement;

                                       3
4

                        Provided, however, that paragraphs (a)(1)(i) and
                        (a)(1)(ii) do not apply, and the information required to
                        be included in a post-effective amendment by those
                        paragraphs is contained in periodic reports filed with
                        or furnished to the Commission by the Registrant
                        pursuant to Section 13 or 15(d) of the Exchange Act that
                        are incorporated by reference in the Registration
                        Statement.

                        (2)     That, for the purpose of determining any
                                liability under the Act, each such
                                post-effective amendment shall be deemed to be a
                                new registration statement relating to the
                                securities offered therein, and the offering of
                                such securities at that time shall be deemed to
                                be the initial bona fide offering thereof.

                        (3)     To remove from registration by means of a
                                post-effective amendment any of the securities
                                being registered which remain unsold at the
                                termination of the offering.

                (b)     The undersigned registrant hereby undertakes that, for
                        purposes of determining any liability under the Act,
                        each filing of the registrant's annual report pursuant
                        to section 13(a) or section 15(d) of the Exchange Act
                        (and, where applicable, each filing of an employee
                        benefit plan's annual report pursuant to section 15(d)
                        of the Exchange Act) that is incorporated by reference
                        in this Registration Statement shall be deemed to be a
                        new registration statement relating to the securities
                        offered herein, and the offering of such securities at
                        that time shall be deemed to be the initial bona fide
                        offering thereof.

                (c)     Insofar as indemnification for liabilities arising under
                        the Act may be permitted to directors, officers and
                        controlling persons of the registrant pursuant to the
                        foregoing provisions, or otherwise, the registrant has
                        been advised that in the opinion of the Securities and
                        Exchange Commission such indemnification is against
                        public policy as expressed in the Act and is, therefore,
                        unenforceable. In the event that a claim for
                        indemnification against such liabilities (other than the
                        payment by the registrant of expenses incurred or paid
                        by a director, officer or controlling person of the
                        registrant in the successful defense of any action, suit
                        or proceeding) is asserted by such director, officer or
                        controlling person in connection with the securities
                        being registered, the registrant will, unless in the
                        opinion of its counsel the matter has been settled by
                        controlling precedent, submit to a court of appropriate
                        jurisdiction the question whether such indemnification
                        by it is against public policy as expressed in the Act
                        and will be governed by the final adjudication of such
                        issue.

                                       4
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Partnership certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newport Beach, State of California, on this 19th
day of December 1997.

                                                    OPPENHEIMER CAPITAL, L.P.

                                                    /s/ WILLIAM D. CVENGROS
                                                    ----------------------------
                                                        William D. Cvengros
                                                        Chief Executive Officer

         Each person whose signature appears below hereby constitutes and
appoints William D. Cvengros and Robert M. Fitzgerald as his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 and to file the same with all
exhibits thereto and any other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.

         Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 has been signed by the following persons in the capacities and on the dates
indicated.
Signature                                 Title                                  Date
              ---------                                 -----                                  ----
/s/ WILLIAM D. CVENGROS                             Board Member,
--------------------------------------         Chief Executive Officer                   December 19, 1997
    William D. Cvengros                     (Principal Executive Officer)

/s/ ROBERT M. FITZGERALD                            Board Member,
--------------------------------------         Senior Vice President,                   December 19, 1997
    Robert M. Fitzgerald                       Chief Financial Officer
                                         (Principal Financial and Accounting
                                                      Officer)

/s/ KENNETH M. POOVEY                               Board Member,
--------------------------------------        Executive Vice President                   December 19, 1997
    Kenneth M. Poovey
5
6

                                INDEX TO EXHIBITS
EXHIBIT                                                                         PAGE
-------                                                                         ----
5.1    Opinion of Richards, Layton & Finger

10.1    1997 Unit Incentive Plan of PIMCO Advisors Holdings L.P. and PIMCO
        Advisors L.P.

23.1    Consent of Richards, Layton & Finger (included in Exhibit 5.1)

23.2    Consent of Price Waterhouse LLP

23.3    Consent of Price Waterhouse LLP

23.4    Consent of Deloitte & Touche LLP

24.1    Power of Attorney (included on signature page)