1999



                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                 Form 10-K

(Mark One)
|X|  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
For the fiscal year ended December 31, 1999 or
|_|  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
For the transition period from ________________ to _________________
Commission file number 0-23529


                        THE WILLOWBRIDGE FUND, L.P.
           (Exact name of registrant as specified in its charter)

           Delaware                                      22-2678474
   (State of Incorporation)                            (I.R.S. Employer
                                                      Identification No.)

   4 Benedek Road,Princeton, NJ                             08540
(Address of principal executive offices)                  (Zip Code)

     Registrant's telephone number, including area code: (609) 921-0717
         Securities registered pursuant to Section 12(b) of the Act:


   Title of Each Class                  Name of Exchange on Which Registered
          None                                         None


        Securities registered pursuant to Section 12(g) of the Act:

                         Limited Partnership Units

     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 |_|.

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. |x|

     As of March 1, 2000 the aggregate market value of the limited
partnership interests of the registrant held by non-affiliates of the
registrant was approximately $24,579,641.




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                                   PART I

ITEM 1.    Business.

Summary
- -------
         The Willowbridge Fund, L.P. (the "Partnership") is a limited
partnership organized under the Delaware Revised Uniform Limited
Partnership Act. The business of the Partnership is to trade, buy, sell or
otherwise acquire, hold or dispose of commodity futures contracts, options
on physical commodities and on commodity futures contracts, forward
contracts, and any rights pertaining thereto ("Commodity Interests") and to
engage in all activities incident thereto. The objective of the Partnership
is the appreciation of its assets through speculative trading.

         Ruvane Investment Corporation, a Delaware corporation (the
"General Partner"), is the general partner of the Partnership. The
Partnership and the General Partner maintain their principal business
office at 4 Benedek Road, Princeton, New Jersey 08540. The telephone number
for the Partnership and the General Partner is (609) 921-0717, the
facsimile number is (609) 921-0577, and their e-mail address is
ruvane@sprintmail.com. The General Partner has been registered with the
Commodity Futures Trading Commission ("CFTC") pursuant to the Commodity
Exchange Act, as amended (the "CEA"), as a Commodity Pool Operator ("CPO")
since August 8, 1995, as a Commodity Trading Advisor ("CTA") since January
12, 1990 and as an introducing broker since May 8, 1995, and is a member of
the National Futures Association ("NFA") in such capacities. See " -- The
General Partner."

         The General Partner has selected Willowbridge Associates Inc. (the
"Advisor") as the Partnership's trading advisor. The Advisor's main
business address is 101 Morgan Lane, Suite 180, Plainsboro, New Jersey
08536 and its telephone number is (609) 936- 1100. The Advisor also has
offices at 667 Madison Avenue, New York, New York 10021. The Advisor has
been registered as a CPO and a CTA pursuant to the CEA since May 3, 1988
and is a member of the NFA in such capacities. All trading decisions
regarding the Partnership are made by the Advisor. See "-- The Advisor."

         All of the Partnership's assets are traded pursuant to the
Primary Investment Program, utilizing three of the trading systems operated
by the Advisor. The three trading systems utilized under the Primary
Investment Program are computer-based, quantitative systems that trade in
domestic and foreign financial instruments, currencies, precious metals and
other commodities such as grains, foods and energy products. See
"Trading Programs---Allocation of Capital."  The General Partner
believes that the combination of several investment strategies and global
market exposure reduces the Partnership's dependence on the success of any
single strategy while positioning the Partnership to participate in
economic trends in different markets. Nonetheless, in many cases
the markets traded by the individual trading strategies overlap and the
positions held by the Partnership at any particular point in time may
result in different concentrations in any group of
markets, which may reduce the diversity of the Partnership's investments.
See "Risk Factors---Partnership's Market Positions May Lack Diversity."


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         The Partnership is designed to permit investors to participate in
the financial advantages presented by trading in Commodity Interests.
However, trading in Commodity Interests does entail significant risks, and
it is possible that an investor in the Partnership could lose its entire
investment. Trading in Commodity Interests is speculative, volatile and
highly leveraged and may be riskier and more volatile than many other
investments. Further, the Partnership is obligated to pay trading and
operational expenses and pay incentive fees, if any, which could materially
affect the net results of an investment in the Partnership by reducing net
profits or increasing net losses, and the Partnership will be required to
make trading profits in the amount of such charges and fees, less interest
earned, to avoid depletion or exhaustion of its assets and to generate any
profits for the Partnership and the Limited Partners. There can be no
assurance that the Partnership will achieve any profits. See "--
Risk Factors."

 The General Partner

         The General Partner, to the exclusion of the limited partners of
the Partnership (the "Limited Partners"), manages and conducts the business
of the Partnership. The General Partner (i) selects and monitors the
independent commodity trading advisors and the commodity brokers; (ii)
allocates and/or reallocates assets of the Partnership to or from the
advisors; (iii) determines if an advisor or commodity broker should be
removed or replaced; (iv) negotiates management fees, incentive fees and
brokerage commissions; and (v) performs such other services as the
Partnership may from time to time request.

         The General Partner is responsible for the allocation of the
Partnership's capital among various investment programs. The Partnership's
capital currently is allocated to the Primary Investment Program of the
Advisor. See " -- Trading Programs." The General Partner, in the future, may
allocate the Partnership's assets to other trading programs. In addition,
the General Partner may introduce the Partnership's trades to the
Partnership's commodity brokers. Under the terms of the Amended and
Restated Limited Partnership Agreement of the Partnership (the "Partnership
Agreement"), the General Partner will maintain its capital contributions to
the Partnership in an amount equal to 1% of the aggregate capital raised by
the Partnership from time to time. As of December 31, 1999, the General
Partner owned approximately $1,447,031 of general partnership interests in
the Partnership. The General Partner is a Delaware Corporation organized in
January 1990. The principal of the General Partner is Robert L. Lerner. See
"Directors and Executive Officers."

Futures Trading

         Futures contracts are contracts made on or through a commodity
exchange and provide for future delivery of agricultural and industrial
commodities, precious metals, foreign currencies or financial instruments,
and in the case of certain contracts, such as stock index futures contracts
and Eurodollar futures contracts, provide for cash settlement. Such
contracts are uniform for each commodity on each exchange and vary only
with respect to price and delivery time. A contract to buy or sell may be
satisfied either by making or taking delivery of the commodity and payment
or acceptance of the entire purchase price therefor or by offsetting the


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obligation with a contract containing a matching contractual obligation on
the same (or a linked) exchange prior to delivery. In futures and forward
trading, capital is not used to acquire a physical asset but only as
security for the payment of losses incurred in open positions. United
States commodity exchanges individually or, in certain limited situations,
in conjunction with certain foreign exchanges, provide a clearing mechanism
to facilitate the matching of offsetting trades. Once trades made between
members of an exchange have been confirmed, the clearinghouse is
substituted for the clearing member acting on behalf of each buyer and each
seller of contracts traded on the exchange and in effect becomes the other
party to the trade. Thereafter, each clearing member party to the trade
looks only to the clearinghouse for performance. Clearinghouses do not deal
with customers, but only with member firms, and the "guarantee" of
performance under open positions provided by the clearinghouse does not run
to customers. If a customer's commodity broker becomes bankrupt or
insolvent, or otherwise defaults on such broker's obligations to such
customer, the customer in question may not receive all amounts owing to
such customer in respect of trading, despite the clearinghouse fully
discharging all of its obligations.

         Two broad classifications of persons who trade in commodity
futures are "hedgers" and "speculators." Commercial interests, including
banks and other financial institutions, and farmers, who market or process
commodities, use the futures markets for hedging. Hedging is a protective
procedure designed to minimize losses that may occur because of price
fluctuations. The usual objective of the hedger is to protect the profit
that he expects to earn from his financial operations, rather than to
profit strictly from his futures trading. The commodity markets enable the
hedger to shift the risk of price fluctuations to the speculator.

         The speculator, such as the Partnership, risks its capital with
the hope of making profits from the price fluctuations in futures contracts
The speculator assumes the risks which the hedger seeks to avoid.
Speculators rarely expect to take or make delivery of the "cash" or actual
physical commodity in the futures market. Rather, they generally close out
their futures positions by entering into offsetting purchases or sales of
futures contracts. Because the speculator may take either a long or short
position in the futures markets, it is possible for the speculator to earn
profits or incur losses regardless of the direction of price trends.
Generally, commodities trades made by the Partnership will be for
speculative rather than for hedging purposes

         The justification for futures trading is that it provides the
means for those who produce or deal in cash commodities to hedge against
unpredictable price changes. Price fluctuations affect the value of
inventory, the cost of production and the competitive pricing of end
products. The risks of price fluctuation confront and threaten a diverse
set of firms that merchandise, store or process large volumes of cash
commodities. Government securities dealers, for example, often maintain a
large inventory of notes and bonds. Even a small increase in prevailing
interest rate levels can significantly reduce the value of those inventory
holdings, and hence the price at which they can be sold. In determining the
pricing of its output, the large baker, for example, is subject to the
market prices of its raw materials, such as wheat, sugar and cocoa. A
sudden increase in the prices of these materials will raise the cost of
production and negatively affect the competitiveness of the finished
product. Other entities that face the risks associated with market price
fluctuation include farmers, grain elevator operators, importers, refiners


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and commercial banks. The constraint these entities face is that there are
no short run substitutes for certain items essential for continued
operation. The baker cannot function without flour, the securities dealer
without bonds or the refiner without crude oil. As a result, the need
arises for a vehicle through which commercial entities as a group can
transfer the risk of price fluctuation to some other group that is willing
to bear that risk. The futures markets exist as the vehicle that allows the
transfer of price risk from commercial entities, called hedgers, to
risk-bearing entities, called investors or speculators.

Investment Philosophy

         The General Partner believes that, if an investor utilizes a
disciplined approach to managing risk, and is appropriately capitalized,
the investor will earn a premium for bearing risk. It is this premium that
is the source of returns to futures investing. The returns to futures
investing are driven by events that upset the supply and demand equilibrium
of the underlying commodity market. For example, a change in the prime rate
will affect interest rate and currency instruments, a drought will alter
the production expectations for agricultural products, or the prospect of a
war in the Middle East will cause the prices of crude oil and its
derivatives to fluctuate. It is during these periods of disruption that the
risk premium generally is paid. Conversely, when commodity markets are
stable and directionless, returns from risk premiums are not to be expected.
Since traditional investment instruments like stocks and bonds perform
poorly during disruptive periods and well in a stable economic environment,
a futures investment can offer the potential benefits of diversification to
a traditional portfolio.

         The General Partner believes that two important considerations in
evaluating an investment opportunity are whether the investment has a sound
underlying economic foundation for its expected return and whether the
approach employed by the investment's manager has the capability to realize
that return. The General Partner's approach to investment in futures is
designed to achieve consistent profits over the long term. The key to the
General Partner's investment approach is diversification among trading
methods and among markets, which is intended to reduce the variability of
returns while maintaining the ability to capitalize on profitable trends.

         The General Partner allocates the Partnership's capital to an
investment program of the Advisor, which uses a mix of trading strategies
that (i) have demonstrated the ability to achieve long-term trading success
and (ii) enhance the diversification characteristics of the account. The
General Partner measures the success of an investment program by its
trading and research results and experience.

         The General Partner believes that an account should be considered
a long-term investment in order to afford the different trading strategies
and investment programs time to operate under a variety of different market
conditions. Consequently, the General Partner may choose not to reallocate
capital from or terminate an investment program or trading strategy even if
that investment program or trading strategy has had an unprofitable period
of significant duration. As the performance of the investment programs and
trading strategies will vary, the percentage of the Partnership's capital
under the management of each may vary also. Therefore, it is unlikely that
the current capital allocations will in fact be the actual allocations at


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any time during the Partnership's operations. When capital is withdrawn
from the Partnership, the capital under each investment program's and
trading strategy's management will be reduced in amounts determined by the
Advisor, in consultation with the General Partner.

         Extensive leverage is available in futures markets. The General
Partner will monitor the Advisor's trading so that leverage remains within
levels acceptable to the General Partner, in its sole discretion. In
general, the General Partner anticipates that margin commitments for the
Partnership will range between 15% and 40% of capital. Margin commitments
represent that portion of the capital of the Partnership which is committed
as margin for futures contracts. Margins are good faith deposits which must
be made with a commodity broker in order to initiate or maintain an open
position in a futures contract.

The Advisor

         The General Partner has selected Willowbridge Associates Inc. as
the Partnership's trading advisor. The Advisor is a global trading advisor,
managing over U.S. $976.3 million in client capital (U.S. $767.2 million of
actual funds and U.S. $209.1 million of notional funds, or funds that
clients have instructed the Advisor to trade but not deposited into their
brokerage accounts) as of December 31, 1999 in futures, foreign exchange,
interest rates and related markets for international banks, brokerage
firms, pension funds, institutions and high net worth individuals. The
Advisor was organized as a Delaware corporation in January 1988 and trades
on a 24-hour basis in over 70 markets worldwide. The primary activity of
Willowbridge is to buy, sell (including short sales), spread or otherwise
trade in Commodity Interests. The Advisor may, to a limited extent, also
trade in other instruments. The trading principals of the Advisor are
Philip L. Yang and Michael Y. Gan.
See "Directors and Executive Officers."

         The Advisor makes trading decisions pursuant to its trading
strategies under the investment programs, as well as pursuant to any other
trading program, selected by the General Partner. As used herein, the term
"trading system" refers to a computerized technical, systematic trading
program of the Advisor, the term "trading approach" refers to a
discretionary trading program of the Advisor and the term "trading
strategy" refers to either a trading system or a trading approach.

Trading Programs

         Commodity traders generally rely on either technical or
fundamental analysis, or a combination thereof, in making trading decisions
and attempting to identify price trends. Fundamental analysis looks at the
external factors that affect the supply and demand of a particular
commodity in order to predict future prices. As an example, some of the
fundamental factors that affect the demand of a foreign currency, like the
British pound, are the inflation and interest rates of the currency's
domestic market, exchange controls, and the country's balance of trade,


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business climate and political stability. The supply of a currency may be
determined by, among other things, government spending, credit controls,
domestic money supply and prior years' trade balances. Some of the
fundamental factors that affect the supply of an agricultural commodity,
such as corn, include the acreage planted and factors affecting crop
conditions such as drought, flood and disease. The demand for corn consists
of domestic consumption and exports, and is a product of many things,
including general world economic conditions, as well as the cost of corn in
relation to the cost of competing products such as soybean meal, wheat,
oats and barley.

         Technical analysis is not based on the anticipated supply and
demand of the cash (actual) commodity; instead, it is based on the theory
that a study of the markets themselves will provide a means of anticipating
future prices. Technical analysis of the markets generally will include a
study of the actual daily, weekly and monthly price fluctuations, volume
variations and changes in open interest, utilizing charts or computers for
analysis of these items.

         The investment programs and trading strategies which the General
Partner has selected to trade the Partnership's assets are described below,
and from time to time may be changed or refined. Additional trading
programs may be developed by the Advisor or other trading advisors who may
be employed in trading the assets of the Partnership.

         Each trading system employed by the Advisor will attempt to detect
trends in price movements for futures, option, forward and spot contracts.
All successful speculative commodity trading depends upon establishing a
position and then maintaining that position while the market moves in favor
of the trader. Technical trading systems seek to establish such positions
and to exit the market and establish reverse positions, or both, when the
favorable trend either reverses or does not materialize. No such system
will be successful if the market is moving in an erratic and nontrending
manner or if the market moves in the direction opposite to that predicted
by the system. Because of the nature of commodity markets, prices
frequently appear to be trending when the market is, in fact, without a
trend. In addition, a trading system may identify markets as trending
favorably to a particular position in the market even though actual market
performance thereafter is the reverse of the trend identified.

         The investment programs and trading strategies to be followed by
the Advisor do not assure the success of the Partnership. Investment
decisions made in accordance with these programs and strategies will be
based on an assessment of available facts. However, because of the large
quantity of facts at hand, a number of available facts may be overlooked.
Variables may shift and any investment decision must, in the final
analysis, be based on the judgment of the Advisor. Accordingly, no
assurance can be given that the Advisor's investment programs and trading
strategies will result in profits to investors in the Partnership.

         For each of the trading strategies, risk is managed on a market by
market level as well as on an overall portfolio level. On the market level,
risk is managed primarily by utilizing proprietary volatility filters. When
these filters detect a certain excessive level of volatility in the markets
traded, they will signal that the trading strategies should no longer be
trading in the markets in which the filters have detected excessive
volatility. In this way, the trading strategies do not participate

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in markets in which there are extremes in market action. On the portfolio
level, risk is managed by utilizing a proprietary portfolio cutback rule.
When cumulative profits have reached a certain level, this rule determines
that positions should be halved across the entire portfolio. In this way,
risk is reduced while allowing the trading strategies to continue to
participate in the markets, albeit at a reduced level. After the portfolio
has been traded at half, the rule will then determine when to increase
positions to again trade at the full level.

Allocation of Capital

         All of the Partnership's assets are currently traded pursuant to
the Primary Investment Program, utilizing all or part of three of the
trading systems operated by Willowbridge: the Vulcan System, the Argo
System and the Siren System. (See "Trading Programs and Use of Proceeds --
Description of Trading Systems.") The General Partner, in the future, may
allocate the Partnership's assets to other trading strategies and
investment programs.

Primary Investment Program

         Under the Primary Investment Program, the Advisor has the
discretion, based upon its periodic evaluation of market conditions, to
determine which trading system to use for a given market.  Approximately
one-half of the assets traded by Willowbridge pursuant to the
Primary Investment Program are allocated to the Argo System and the
remaining portion is allocated between currencies and financial instruments
traded pursuant to the Vulcan System and precious metals, grains, meats,
softs and tropicals traded pursuant to the Siren System. On November 3, 1997,
a trading component of Titan was added to the Primary Investment Program.
The Advisor, in consultation with the General Partner, may change the
allocation of the assets it trades pursuant to the Primary Investment Program
among the trading systems and among the commodities traded pursuant thereto.
Typically, changes in strategies used for particular markets are made
infrequently. If the assets of the Partnership allocated to the Primary
Investment Program fall below $1,000,000, the Advisor may not be able to
trade the Primary Investment Program portfolio.

Description of Trading Systems

         The trading systems used by the Advisor are proprietary and
confidential. The descriptions herein, therefore, are, of necessity, general
and not intended to be exhaustive.

         Vulcan Trading System

         The Vulcan Trading System ("Vulcan") is a computerized technical
trading system. It is not a trend-following system, but does ride a trend
when the opportunity arises. Vulcan uses the concepts of pattern
recognition, support/resistance levels, and counter-trend liquidations in
making trading decisions. In effect, Vulcan is more akin to a systematic
technical charting system, as opposed to most computer systems, which are
based on pure trend-following calculations.


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         The Vulcan System is based on general technical trading principles
that over time have repeatedly shown their validity as price movement
forecasters. As used in connection with the Partnership, it applies these
principles to a diversified portfolio of financial instruments and
currencies. Given that the system is based on general principles, the
system parameters used are the same for all items in the portfolio and are
not optimized. In this manner, the Vulcan System minimizes the problem of
data-fitting.

         Vulcan determines, on a daily basis, whether to be long, short or
flat each of the various commodities in its portfolio. The Vulcan portfolio
traded for the Primary Investment Program includes:

Domestic Financial
Instruments:                  U.S. Treasury Bonds, Treasury Notes,
                              Eurodollars

Foreign Financial
Instruments:                  Japanese Government Bonds, Euro-Mark, Euro-Swiss,
                              Ten-year Notional, German Bunds, Pibor, Gilts,
                              Short Sterling, Australian Treasury Bills,
                              Australian Treasury Bonds, Italian
                              Bonds, Euro-Lira, Euro-Yen

Currencies:                   British Pound, Canadian Dollar, Swiss Franc,
                              Japanese Yen, Australian Dollar, Mark-Yen.
                              EuroFX, EuroYen

         The above list is provided only as an indication of markets traded
since the Advisor removes and adds contracts to the list from time to time.

         It is intended that approximately 15% to 40% of the assets under
management pursuant to the Vulcan System normally will be committed as
margin for Commodity Interest trading, but from time to time, the
percentage of assets committed may be substantially more or less. Positions
are generally held from 10 to 15 trading days. The largest monthly
draw-down experienced by Willowbridge in using Vulcan was 19.39% and
occurred in February 1996. The greatest peak-to- valley draw-down was
34.36% and occurred in the period between August 1997 to July 1998.

         Argo Trading System

         The Argo Trading System ("Argo") commenced trading in 1987. Argo
essentially incorporates Vulcan's concepts of pattern recognition,
support/resistance levels and counter-trend liquidations. Argo has a
relatively slower time horizon than Vulcan and attempts to capture
longer-term price moves. The Argo portfolio includes the instruments traded
in the Vulcan portfolio, as well as the following other commodities:

Grains:                    Corn, Wheat, Soybeans, Soybean Meal, Soybean Oil,
                           Oats, Rough Rice

Precious Metals:           Gold, Silver, Platinum



General:                   Crude Oil, Heating Oil, Unleaded Gasoline, Natural
                           Gas, Copper, Sugar, Coffee, Cocoa, Cotton, Live
                           Cattle, Live Hogs, Pork Bellies.


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         The above list is provided only as an indication of markets traded
since the Advisor removes and adds contracts to the list from time to time.

         It is intended that approximately 15% to 40% of assets under
management normally committed as margin for Commodity Interest trading, but
from time to time the percentage of assets committed may be substantially
more or less. Argo's positions will generally be held from 20 to 30 trading
days. The largest monthly draw-down experienced by Willowbridge in
using Argo was 23.75% and occurred in October 1999. The greatest
peak-to-valley draw-down was 39.34% and occurred in the period between
August 1997 to June 1998.

         Siren Trading System

         The Siren Trading System ("Siren") commenced trading in
January 1991.  Siren is a system based on the principles of market profiles and
other techniques that utilize real time price information. Siren can best
be characterized as a top and bottom picking system. Siren tries to
determine acquisition and distribution patterns that often signal the end
and reversal of a major trend bias. When it identifies such a change, it
will attempt to initiate a countervailing position. Siren's time frame is
generally 18 to 25 trading days. The Siren portfolio traded for the Primary
Investment Program includes:

Grains:                Corn, Wheat, Soybeans, Soybean Meal, Soybean Oil, Oats,
                       Rough Rice

Precious Metals:       Gold, Silver, Platinum

General:               Crude Oil, Heating Oil, Unleaded Gasoline, Natural Gas,
                       Copper, Sugar, Coffee, Cocoa, Cotton, Live Cattle, Live
                       Hogs, Pork Bellies.

         The above list is provided only as an indication of markets traded
since the Advisor removes and adds contracts to the list from time to time.

         It is intended that approximately 15% to 40% of the assets under
management pursuant to Siren will be normally committed as margin for
Commodity Interest trading, but from time to time, the percentage of assets
committed may be substantially more or less. The largest monthly draw- down
experienced by Willowbridge in using Siren was 14.99% and occurred in
February 1998. The greatest peak-to-valley draw-down was 34.70% and
occurred in the period between November 1997 to July 1998.


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Trading Policies

         In its trading activities, the Partnership will adhere to the
following policies. The General Partner will notify limited partners of any
changes in these trading policies.

         1. The Partnership will not lend or borrow money, although the
Partnership may utilize lines of credit for trading forward contracts.

         2. The Partnership will not commingle its assets with those of
other persons, except as permitted under the CEA and the rules and
regulations promulgated thereunder.

         3. The Partnership will not trade bank forward contracts with or
through any bank that, as of the end of its latest fiscal year, had an
aggregate balance in its capital, surplus and related accounts of less than
$100,000,000, as shown by its published financial statements for such year.

         4. The Partnership will not purchase, sell or trade securities,
except securities approved by the CFTC for investment of customer funds.
The Partnership may trade in futures contracts on securities and securities
indices, options on such futures contracts, and other commodity options.

The Commodity Brokers

         The Partnership executes and clears trades in futures and
commodity options through FIMAT USA, Inc. ("FIMAT"), E.D & F. Man
International Inc. ("Man") and Refco, Inc, ("Refco"), unaffiliated brokers
selected by the General Partner. The General Partner may retain additional
or substitute clearing brokers in the future. FIMAT, Man and Refco are
registered under the CEA as futures commission merchants and are members of
the NFA in such capacities. FIMAT, Man and Refco act only as clearing
brokers for the Partnership and as such are paid commissions for executing
and clearing trades on behalf of the Partnership. None of FIMAT, Man nor
Refco act in any supervisory capacity with respect to the General Partner
or participate in the management of the General Partner or the Partnership.

         The assets of the Partnership are deposited with FIMAT, Man and
Refco in trading accounts established by the Partnership for the Advisor
and are used by the Partnership as margin to engage in trading. Each of the
clearing brokers is a futures commission merchant registered with the CFTC.
Such assets are held in either an interest-bearing bank account or in
securities approved by the CFTC for investment of customer funds. The
clearing brokers through clearing futures trades for its customers,
including the Partnership, could expose the Partnership to credit risk. The
clearing brokers attempt to mitigate this risk relating to futures
contracts in regulated commodities by maintaining funds deposited by
customers in separate bank accounts, which are designated as segregated
customers' accounts. In addition, the clearing brokers have set aside funds
deposited by customers relating to foreign futures and options in separate
bank accounts, which are designated as customer secured accounts. Lastly,
the clearing brokers are subject to the CFTC's Net Capital Rule, which
requires the clearing brokers to maintain minimum net capital of at least
4% of the segregated customer funds as defined by the CEA and regulations
promulgated thereunder.

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         The clearing brokers must comply with the settlement procedures
established by the clearinghouse of each exchange where the clearing broker
is a clearing member. The rules of exchange vary, but at a minimum the
exchange guarantees performance on every contract to each of its clearing
members. Thus, once a trade between two clearing members is matched by the
exchange, the rights and obligations under the futures or options contract
do not run between the original buyer and seller, but between the clearing
member and the seller of the contract, and between the clearing member and
the buyer. The clearinghouse sets a settlement price for settling all
accounts between clearing members for each contract month. Unliquidated
positions on outstanding contracts are marked to market at least once a day
via midday and/or morning calls to determine any additional margin
requirements. In general, a clearinghouse is backed by the membership and
will act in the event of non-performance by one of its members or one of
the member's customers, the intent of which is to significantly reduce
credit risk. If a clearing broker is not a member of an exchange
clearinghouse, it will comply with the settlement procedures established
with the actual carrying brokers and will operate through them. Settlement
of calls on such contracts may take an extra day on U.S. exchanges or two
extra days on non-U.S. exchanges. Additional margin requirements are
wire-transferred by the clearing brokers to the appropriate clearinghouse.
During the years ended December 31, 1999 and 1998, the Partnership had no
material credit risk exposure to a counterparty that is a foreign commodities
exchange.

Fees and Expenses

The General Partner

          Upon admission to the Partnership, each new subscriber for
interests in the Partnership will pay 1% of his subscription amount to the
General Partner as an administrative charge. Existing Limited Partners who
subscribe for additional interests in the Partnership will pay to the
General Partner 1% of the amount of the additional subscription as an
administrative charge. The Partnership also pays the General Partner a
yearly management fee in an amount equal to 1% of the net asset value of
the Partnership as of the first business day of each year before deducting
(i) accrued ordinary legal, accounting and auditing fees and (ii) any
incentive fees payable to the Advisor. In addition, the Partnership pays to
the General Partner a flat-rate monthly brokerage commission of
approximately 0.29% of the net asset value of the Partnership as of the
beginning of each month (a 3.5% annual rate). The General Partner will pay
from this amount all floor brokerage, exchange, clearing and NFA fees with
respect to the Partnership's trading, but other execution costs, including
give-up charges (charges paid to a party for executing trades that will be
cleared by a third party) and service fees assessed by certain forward
dealing desks, will be paid by the Partnership. The General Partner will
pay from its own funds any futures brokerage commission and fees (except
for certain execution costs as noted above) incurred by the Partnership in
excess of the flat monthly rate it receives from the Partnership. The
flat-rate brokerage commission to the General Partner is calculated after
reduction for any brokerage commissions due at the end of the immediately
preceding month, any redemptions or distributions as of such immediately
preceding month-end and any accrued incentive fees as of such immediately
preceding month-end, and after including the interest credits for such
immediately preceding month-end and any additions as of the beginning of

                                                        12

<PAGE>



the month for which the flat-rate brokerage commission is being calculated.
Lastly, in the event the flat-rate monthly brokerage commission payable by
the Partnership to the General Partner at any time exceeds the actual
brokerage commissions and related fees to which such flat-rate brokerage
commission is applied, the General Partner will pay a portion of such
excess to Limited Partners who became Limited Partners prior to September
1995, the date as of which the Partnership ceased to be a proprietary pool
under CFTC Rules, which portion paid to any such Limited Partner shall not
exceed such Limited Partner's pro rata share of the actual brokerage
commissions and related fees paid by the Partnership. The General Partner
may also pay a portion of such excess to properly registered selling agents
as compensation for their ongoing services to the Partnership, which
portion paid to any one selling agent is not expected to exceed 1% per
annum of the net asset value of the limited partnership interests sold by
such selling agent.

The Advisor

         The Partnership pays to the Advisor a quarterly management fee of
 .25% (1% per year) of the Partnership's month-end Net Assets (as defined
below) for each month during such quarter. The Partnership also compensates
the Advisor by paying to it a quarterly incentive fee of 25% of New Profits
(as defined below), if any. If any incentive fee is paid to the Advisor,
the Advisor will retain the amount paid regardless of any subsequent
decline in account value, but will not be eligible to receive subsequent
incentive fee payments until the Advisor has recouped its losses and earned
New Profits.

         The Partnership's "Net Assets" shall mean the total assets of the
Partnership including all cash and cash equivalents (valued at cost),
accrued interest and the market value of all open commodity positions and
other assets maintained by the Partnership, less the market value of all
liabilities and reserves of the Partnership, including accrued management
and incentive fees, determined in accordance with the principles specified
in Paragraph 6 of the Partnership Agreement and, where no principle is
specified, in accordance with generally accepted accounting principles. The
market value of a commodity futures contract or option on a commodity
futures contract shall mean the most recent available closing quotation on
the exchange through which the particular commodity futures contract or
option on a commodity futures contract is traded by the Partnership; the
market value of a forward contract is determined by the dealer with which
the Partnership has traded the contract. If, however, a contract cannot be
liquidated on the day with respect to which the cumulative profits or
losses on the account are being determined, because of the operation of
daily limits or other rules of the commodity exchange upon which that
contract is traded or otherwise, the settlement price on the first
subsequent day on which the contract can be liquidated is the basis for
determining the liquidating value of such contract for such day. "New
Profits" for the purpose of calculating the Advisor's incentive fee only,
is defined as the excess (if any) of (A) the net asset value of the
Partnership as of the last day of any calendar quarter (before deduction of
incentive fees paid or accrued for such quarter), over (B) the net asset
value of the Partnership as of the last day of the most recent quarter for
which an incentive fee was paid or payable (after deduction of such
incentive fee). In computing New Profits, the difference between (A) and
(B) above shall be (i) increased by the amount of any distributions or
redemptions paid or accrued by the Partnership as of or subsequent to the


                                                        13

<PAGE>


date in (B) through the date in (A), (ii) adjusted (either decreased or
increased, as the case may be) to reflect the amount of any additional
allocations or negative reallocations of Partnership assets from the date
in (B) to the last day of the quarter as of which the current incentive fee
calculation is made, and (iii) increased by the amount of any losses
attributable to redemptions.

Commodity Brokers

         The General Partner currently pays commission rates of
approximately $9 for each initial purchase (or sale) and offsetting sale
(or purchase) of a commodity futures contract with respect to the
Partnership's trading (including NFA assessments and exchange fees), which
rates in the future may be higher or lower. The General Partner believes
that this brokerage rate is generally competitive with those charged by
other commodity brokers; however, other commodity brokerage firms might
offer lower rates to an account similar to that of the Partnership.

Selling Agent

         An investor in the Partnership who subscribes through a selling
agent may be charged a sales commission determined by the selling agent. In
no event, however, will such sales commission exceed 4% of the subscription
amount. The sales commission is paid directly to the Partnership and is
remitted to the selling agent on behalf of the investor in the Partnership.
Selling agents may also receive a portion of the commodity brokerage
commission from the Partnership's commodity brokers.

Dealers

         Dealers will not charge the Partnership commissions, but are
compensated from the bid/offer spread that is quoted in dealing with the
Partnership. A customary mark-up is included in the price of the forward or
spot contract or the premium in the case of an option contract.

Others

         The General Partner will pay expenses of the continuing offering
of Limited Partnership Units (consisting primarily of printing fees),
estimated to be approximately $10,000 per year. The ordinary operating
expenses actually incurred by the Partnership, including periodic legal,
accounting and auditing fees, and other administrative expenses and fees,
which are estimated to be approximately $150,000 per year (excluding any
extraordinary expenses), will be borne by the Partnership.

Break-Even Analysis

         As discussed above, the Partnership is obligated to pay trading
and operational expenses and pay incentive fees, if any, which could
materially affect the net results of an investment in the Partnership by
reducing net profits or increasing net losses. The following table shows
that the Partnership would have to make a 2.05% (5.97% if maximum 4% selling


                                                        14

<PAGE>


commission is charged) return on its investments ($513 ($1,492 if maximum
4% selling commission is charged) of trading income per $25,000 investment
in the Partnership) in the first year in order for a limited partner to
break even under the assumptions set forth in the accompanying notes. See
"Charges to the Partnership" for a description of the fees and expenses
charged to the Partnership. THE BREAK- EVEN ANALYSIS BELOW DOES NOT
CONSTITUTE A REPRESENTATION BY THE PARTNERSHIP OR THE GENERAL PARTNER AS TO
THE ACTUAL OPERATING EXPENSES OF THE PARTNERSHIP. FURTHERMORE, THERE CAN BE
NO ASSURANCE THAT THE EXPENSES TO BE INCURRED BY THE PARTNERSHIP WILL NOT
EXCEED THE AMOUNTS AS PROJECTED OR THAT THERE WILL BE NO OTHER EXPENSES.



                                   Break-Even Analysis

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

Subscription Amount (1)                                              $25,000
Administrative Charge (2)                                                250
General Partner's Management Fee (3)                                     250
Partnership's Ordinary Operating Expenses (4)                            138
Trading Advisor's Management Fee (5)                                     250
Trading Advisor's Incentive Fee on Trading Profits (6)                     0
Brokerage Commissions (7)                                                875
Less Interest Income (8)                                              (1,250)

Amount of Trading Income Required per Minimum
         Subscription Amount for the Partnership's net
         asset value at the end of one year to equal the
         Minimum Subscription Amount                                    $513

Percentage of Minimum Subscription Amount                                2.05%

Amount   of Trading Income Required per Minimum Subscription
         Amount for the Partnership's net asset value at the
         end of one year to equal the Minimum Subscription
         Amount if 4% maximum selling commission is charged (9)       $1,492

Percentage of Minimum Subscription Amount
including 4% maximum selling commission (9)                              5.97%
===============================================================================

NOTES:
(1) The minimum purchase is ordinarily $25,000 of interests ($10,000 for
    benefit plan investors).
(2) Investors pay a one-time administrative fee of 1% of their capital
    contributions.
(3) Investors pay the General Partner an annual management fee of 1% of
    net assets.

                                                        15

<PAGE>



(4)   The Partnership's actual accounting, auditing, legal and other
      operating expenses will be borne by the Partnership. These expenses
      are expected to amount to approximately .55% of the Partnership's net
      asset value.
(5)   Investors pay the Advisor a quarterly management fee of .25% of
      month-end net assets (1% per year).
(6)   The Advisor will receive a quarterly incentive fee of 25% of New
      Profits (as defined on page 13). There will be no incentive fee at
      the break-even level, inasmuch as $513 in trading income, plus $1,250
      in interest income, minus all of the fees and expenses shown above
      (totaling $1,763) results in $0 in New Profits.
(7)   Brokerage commissions are calculated at 3.5% of net asset value.
(8)   The Partnership will earn interest on margin deposits with its
      clearing brokers. Based on current interest rates, interest income is
      estimated at 5.0% of net assets.
(9)   Investors who subscribe through a selling agent may be charged a
      sales commission of up to 4% of the subscription amount, payable to
      the selling agent. The amount of the sales commission shall be
      determined between the investor and the selling agent.

Trading For Own Account

      The General Partner, its principal and their affiliates currently do
not, but may in the future, trade Commodity Interests for their own
accounts. Limited Partners will not be permitted to inspect the records of
such trades. The Advisor, its principals and their affiliates also may
trade Commodity Interests for their own accounts. The records and the
results of the proprietary trading by the Advisor and its principals will
not be made available for inspection by the Limited Partners because of
their confidential nature.

     The Partnership has no employees and the General Partner has two
employees. Fund Administration and management information systems are
provided by Derivatives Portfolio Management LLC.
Conflicts of Interest

Relationship of the General Partner to Commodity Brokers

      Although the General Partner is not affiliated with a commodity
broker, the General Partner may have a conflict of interest in selecting
brokers because of continuing business dealings with certain brokers. For
example, affiliates of certain brokers may serve as selling agents for the
Partnership. The General Partner and its principal or their affiliates may
have commodity accounts at the same brokerage firms as the Partnership,
and, because of the amount traded through the brokerage firms, may pay
lower commissions than the Partnership. The General Partner intends to
review brokerage arrangements on a periodic basis to assure that the
Partnership secures favorable execution of brokerage transactions and to
assure that the commissions paid are reasonable in relation to the value of
the brokerage and other services provided.

General Partner's Selection of Trading Advisors and Investment Programs

      Under the terms of the Partnership Agreement, the General Partner has
the authority to engage independent commodity trading advisors or
affiliated commodity trading advisors to make trading decisions for the
Partnership. The Advisor has retained the General Partner as an independent

                                                        16

<PAGE>


consultant to assist the Advisor in developing new business. The prospect
of possibly losing the ability to earn compensation as a consultant to the
Advisor could serve as a disincentive to the General Partner engaging a
different trading advisor. Should the General Partner select trading
programs which it, its principal or their affiliates operate, the General
Partner may have a conflict of interest between choosing the trading
programs that the General Partner believes will be most advantageous to the
Partnership and seeing that it or its affiliates' trading programs are used
on behalf of the Partnership and earning fees therefrom. The General
Partner also may be less likely to terminate the use of one of its or its
affiliates' trading programs. The General Partner will act as introducing
broker for the Partnership and receive a portion of the brokerage
commissions generated by the Partnership's trading activities. The General
Partner may have a conflict of interest between choosing the investment
programs that the General Partner believes will be most advantageous to the
Partnership and seeing that the investment programs which generate the most
trading activity are used on behalf of the Partnership and earning fees
therefrom.

Management of Other Accounts by the Advisor and the General Partner

      The Advisor and its affiliates currently manage other accounts and
act as general partner for other limited partnerships that trade Commodity
Interests, and the Advisor, the General Partner and their respective
affiliates may act in the future as manager of additional accounts and as
general partner for other such limited partnerships. Such accounts and
partnerships may hold positions either similar or opposite to the positions
taken by the Partnership, and the compensation received by the Advisor or
the General Partner from such other accounts and partnerships may differ
from the compensation they receive from the Partnership. As the Advisor
manages additional accounts, these accounts will increase the level of
competition for the same trades made for the Partnership.

Trading by Affiliates of the General Partner for Their Own Accounts

      The principal of the General Partner and his family and affiliates
also may trade for their own accounts. Results of such trading will not be
made available to Limited Partners because of the confidential nature of
such records. In addition, the General Partner, its principal or their
affiliates may serve as the general partner or sponsor for other investment
vehicles engaged in the trading of instruments and contracts similar to
those traded by the Partnership. Such vehicles may hold positions either
similar or opposite to the positions taken by the Partnership, and the
compensation received by the General Partner, its principal or their
affiliates from such other vehicles may differ from the compensation
received from the Partnership.

Trading by the Advisor and Affiliates of the Advisor for Their Own Accounts

      The Advisor and its principals have traded, and may continue to
trade, Commodity Interests for their own accounts. As a result, it is
possible that orders for their accounts may be entered in advance of or
opposite to orders for client accounts pursuant to, for instance, a neutral
order allocation system, a different trading strategy or a different risk
level of trading. Also, the spouse of one of the Advisor's principals is a
floor broker who, in the ordinary course of business, may receive brokerage
commissions in respect of trades effected pursuant to the Advisor's trading


                                                        17

<PAGE>



on behalf of clients. Any such commissions will be at competitive rates.
However, any such proprietary trading is subject to the duty of the Advisor
to exercise good faith and fairness in all matters affecting client
accounts. The records and the results of the proprietary trading by the
Advisor and its principals will not be made available for inspection by the
Limited Partners because of their confidential nature. During the normal
course of trading, orders for the client's account may be executed in
competition with the orders for proprietary and other client accounts
managed by the Advisor. Depending on market liquidity and other factors,
this conflict could result in client orders being executed at prices that
are less favorable than would otherwise be the case. In addition, the
Advisor may combine various strategies to trade proprietary and client
accounts. As a result, trading decisions generated by different trading
strategies and investment programs may vary among accounts, resulting in
different positions.

Trading by Affiliates of Clearing Brokers for Their Own Accounts

      It is possible that certain officers, directors and employees of the
Partnership's clearing brokers and their families may from time to time
trade commodity futures contracts and other Commodity Interests for their
own accounts, including some of which may be managed by the Advisor. In the
event such individuals do trade for their own accounts, investors will not
be permitted to inspect such trading records. It is possible that such
persons may take positions either similar or opposite to positions taken by
the Partnership and that the Partnership and such persons may from time to
time be competing for either similar or opposite positions in the commodity
futures markets. In certain instances, the clearing brokers may have orders
for trades from the Partnership and orders from its own employees. The
clearing brokers might be deemed to have a conflict of interest between the
sequence in which such orders will be transmitted to the trading floor.
Depending on market liquidity and other factors, these conflicts could
result in the Partnership's orders being executed at prices that are less
favorable than would otherwise be the case.

Relationship of the Advisor to Futures Commission Merchants

      The Advisor appears on the approved list of commodity trading
advisors for many futures commission merchants. Appearance on an approved
list means that futures commission merchants' representatives may recommend
the Advisor as a trading advisor to its clients. Inclusion on such an
approved list may create a conflict of interest for a trading advisor
between its duty to trade clients' accounts in the best interest of clients
and its financial interest in maintaining a position on a futures
commission merchant's approved list, which could be contingent upon
generation of adequate commission income from those accounts managed by the
advisor. The Advisor's policy, however, is to trade all comparable accounts
in the same manner regardless of the method by which the account was
obtained.

Limitation of Liability and Indemnification of the General Partner

      The Partnership Agreement contains various exculpatory provisions,
which provide that the General Partner, its officers, directors,
stockholders, employees, agents and affiliates and each person who controls
any of the same will not be liable, responsible or accountable in damages


                                                        18

<PAGE>



or otherwise to the Partnership or any of its partners, their successors or
permitted assigns, except by reason of acts or omissions (1) in violation
of federal or state securities laws, (2) due to intentional or criminal
wrongdoing or gross negligence or willful misconduct, (3) constituting a
breach of fiduciary duty or (4) not in good faith in the reasonable belief
that they were in, or not opposed to, the best interests of the
Partnership. Any claim, action or proceeding by any Limited Partner can be
brought only against the General Partner and its assets, and not against
any manager, member, officer, employee, agent or affiliate of the General
Partner, or any person who controls any of the same. In addition, the
Partnership has agreed to indemnify, defend and hold harmless the General
Partner, and its officers, directors, stockholders, employees, agents and
affiliates, and each person who controls any of the same, from and against
any loss, liability, damage, cost or expense (including legal fees and
expenses actually and reasonably incurred in defense of any demands, claims
or lawsuits) actually and reasonably incurred arising from actions or
omissions concerning the business or activities undertaken by or on behalf
of the Partnership from any source including, without limitation, any
demands, claims or lawsuits initiated by a Limited Partner, if the acts,
omissions or alleged acts or omissions upon which such actual or threatened
action, proceeding or claim is based were for a purpose reasonably believed
to be in, or not opposed to, the best interests of the Partnership and were
not (1) in violation of federal or state securities laws, (2) performed or
omitted as a result of intentional or criminal wrongdoing or gross
negligence or willful misconduct or (3) in violation of the General
Partner's fiduciary obligations to the Partnership. The foregoing rights to
indemnification and payment of legal fees and expenses will not be affected
in the event of the termination of the Partnership or the withdrawal,
dissolution or insolvency of the General Partner. These exculpation and
indemnification provisions may not be enforceable with respect to certain
statutory liabilities, such as liabilities resulting from violations of
federal securities laws.

      The responsibility of a general partner to Limited Partners is a
rapidly developing and changing area of the law, and Limited Partners who
have questions concerning the responsibilities of the General Partner
should consult their counsel. Limited Partners should be aware, however, of
the broad authority given to the General Partner under the Partnership
Agreement, including the authority of the General Partner to enter into
trading advisory agreements under the Partnership Agreement, the absence of
judicial decisions providing standards defining excessive trading and the
exculpatory provisions in the Partnership Agreement.

Risk Factors

Commodity Markets are Speculative and Risky

      The markets in which the Partnership trades are speculative and
involve a high degree of risk. It is possible that an investor in the
Partnership could lose its entire investment. Each trading strategy within
an investment program employed by the Advisor involves a significant risk
of incurring large losses. The use of several different trading strategies
may not significantly reduce such risk due to, among other things, certain
similarities which may exist in the trading strategies. The volatility of
the commodities market could cause the Partnership and the Limited Partners
to incur substantial losses, potentially impairing the Partnership's equity
base and ability to achieve its long-term profit objectives even if
favorable market conditions subsequently develop.

                                                        19

<PAGE>




Commodity Interest Prices are Volatile

      Commodity Interest prices are highly volatile. Price movements of
Commodity Interest contracts are influenced by, among other things,
changing supply and demand relationships, governmental, agricultural and
trade programs and policies, and national and international political and
economic events. Changing crop prospects occasioned by unexpected weather
or damage by insects and plant diseases make it difficult to forecast
future supplies of agricultural commodities. Similarly, demand is also
difficult to forecast due to such factors as variable world production
patterns, expected purchases by or disruptions of trade with foreign
countries and continued changes in domestic needs. Financial instrument
futures prices are influenced primarily by changes in interest rates.
Foreign currency futures prices are influenced by, among other things,
changes in balances of payments and trade, domestic and international rates
of inflation, international trade restrictions and currency devaluations
and revaluations. The Partnership has no control over these factors. The
volatility of Commodity Interest prices may result in unprofitable trading
by the Partnership and, therefore, losses to the Limited Partners.

Commodity Interest Trading Is Highly Leveraged

      The low margin deposits normally required in Commodity Interest
trading result in an extremely high degree of leverage. A relatively small
price movement in a Commodity Interest contract in an unfavorable direction
could result in immediate and substantial losses to the investor. Like
other leveraged investments, any purchase or sale of a Commodity Interest
contract may result in losses in excess of the amount invested in that
contract. The Partnership may lose more than its initial margin deposit on
a trade resulting in losses to the Partnership and the Limited Partners.

Commodity Interest Trading May Be Illiquid

      The Partnership's investment strategies require liquid, properly
functioning markets. In extraordinary circumstances, the liquidity of some
trading instruments may be impaired and pricing mechanisms may not function
properly. The Partnership might be exposed to substantial losses should it
find it necessary to liquidate positions under such conditions. Each
exchange on which futures are traded typically has a right to suspend or
limit trading in the contracts which it uses. Such a suspension or
limitation could render it impossible for the Partnership to liquidate its
positions, thereby exposing it to losses, or to acquire positions indicated
by a trading strategy, thereby eliminating profit opportunities or making
it impossible to protect against further losses, which could result in
losses to the Partnership and the Limited Partners. In addition, there is
no guarantee that exchange and other secondary markets will always remain
liquid enough for existing positions to be closed out. Commodity exchanges
limit fluctuations in certain commodity futures contract prices, including
those for financial futures contracts, during a single day by regulations
referred to as "daily price fluctuation limits" or "daily limits." Under
such daily limits, during a single trading day, no trades can be executed
at prices beyond the daily limit. Once the price of a futures contract for
a particular commodity has increased or decreased by an amount equal to the
daily limit, positions in the commodity can be neither taken nor liquidated


                                                        20

<PAGE>


unless traders are willing to effect trades at or within the limit.
Commodity futures prices occasionally have reached the daily limit for
several consecutive days with little or no trading. Similarly, with respect
to options on commodity futures, there may be no liquid offset market on an
exchange for a particular option due to, among other reasons, insufficient
trading interest, exchange imposed restrictions, trading halts or a lack of
liquidity in the underlying futures contract. Such market conditions could
cause the Partnership to be unable to liquidate its positions in the
futures market, which could subject the Partnership to substantial losses
and result in losses to the Limited Partners.

Counterparty Risk

      If one of the Partnership's commodity brokers becomes bankrupt or
insolvent, or otherwise defaults on its obligations to the Partnership, the
Partnership may not receive all amounts owing to it in respect of its
trading, despite the clearinghouse fully discharging all of its
obligations. Furthermore, in the event of the bankruptcy of any such
commodity broker, the Partnership could be limited to recovering only a pro
rata share of all available funds segregated on behalf of such commodity
broker's combined customer accounts, even though certain property
specifically traceable to the Partnership (for example, Treasury bills
deposited by the Partnership with the commodity broker as margin) was held
by such commodity broker. In addition, many of the instruments in which the
Partnership may trade are traded in markets in which performance is the
responsibility only of the individual counterparty and not of an exchange
or clearinghouse. In these cases, the Partnership is subject to the risk of
the inability of, or refusal by, the counterparty to perform with respect
to such contracts. The failure of the Partnership to recover its assets
from a bankrupt, insolvent or otherwise defaulting commodity broker or
individual counterparty could subject the Partnership to substantial losses
resulting in losses to the Limited Partners. There also exists the
possibility that institutions, including banks and brokerage firms, with
which the Partnership does business will encounter financial difficulties,
which may impair the operational capabilities or the capital position of
the Partnership.

Operating History of the Partnership

      The Partnership commenced trading in April 1991. The Partnership has
realized a net loss through March 2000 and no assurance can be made as to
the future performance of the Partnership. In addition, the Partnership's
profitability has varied significantly from period to period. The results
for any one period are not necessarily indicative of results for any other
period.

Options Trading

      The Partnership may engage in the trading of options (both puts and
calls) on commodity futures contracts on exchanges where such trading has
been authorized by the CFTC. The value of an option depends largely upon
the likelihood of favorable price movements in the underlying futures
contract in relation to the exercise (or strike) price during the life of
the option. Therefore, many of the risks applicable to trading the
underlying futures contract are also applicable to options trading.
However, there are a number of other risks associated solely with the
trading of options. For example, the purchaser of an option runs the risk


                                                        21

<PAGE>


of loss of his entire investment (i.e., the premium paid). Similarly, the
"uncovered writer" of an option is subject to the risk of loss due to an
adverse price movement in the underlying futures position. Spread positions
using options are subject to the same risks involved in the purchase and
writing of options. In addition, in the event the Partnership were to write
uncovered options (i.e., where the writer does not own the underlying
futures position) as one part of a spread position and such options were
exercised by the purchasing party, the Partnership would be required to
purchase or deliver the underlying futures contract in accordance with the
terms of the option. Finally, an options trader runs the risk of market
illiquidity for offsetting positions for any particular option. As a result
of these risks, the Partnership might experience losses on option trades,
resulting in losses to the Limited Partners. See " -- Commodity Interest
Trading May Be Illiquid."

"Zero-Sum" Trading; The Partnership Does Not Acquire any Asset with
Intrinsic Value

      Futures trading is a "zero-sum" risk transfer economic activity. For
every gain there is an equal and offsetting loss rather than an opportunity
to participate over time in general economic growth. Unlike most
"alternative investments," an investment in the Partnership does not
acquire any asset with intrinsic value. Overall stock and bond prices could
rise significantly and the economy as a whole prosper while the Partnership
trades unprofitably.

Partnership's Market Positions May Lack Diversity

      The Partnership's assets are diversified among three distinct
strategies. Nonetheless, in many cases the markets traded by the individual
trading strategies overlap and the positions held by the Partnership at any
particular point in time may result in different concentrations in any
group of markets, which may reduce the diversity of the Partnership's
investments. As a result, the Partnership may hold relatively concentrated
positions from time to time as well as over sustained periods of time. This
lack of diversification could result in greater losses to the Partnership
and the Limited Partners than otherwise might be anticipated as the
Partnership's portfolio may be more susceptible to any single economic,
political or regulatory occurrence and more volatile than a more
diversified portfolio.

Trading of Forward Contracts

      Forward contracts for the trading of certain commodities, such as
currencies and metals, may be entered into on behalf of the Partnership
with United States and foreign banks and dealers. A forward contract is a
contractual right to purchase or sell a commodity at or before a specified
date in the future at a specified price and, therefore, is similar to a
futures contract. There are no limitations on daily price moves in forward
contracts, and banks and dealers are not required to continue to make
markets in such contracts. There have been periods during which certain
banks and dealers have refused to quote prices for such forward contracts
or have quoted prices with an unusually wide spread between the price at
which the bank or dealer is prepared to buy and that at which it is
prepared to sell. Governmental imposition of credit controls might limit
currency forward contract trading. Neither the CFTC nor banking authorities
regulate forward contract trading through United States banks and dealers,


                                                        22

<PAGE>

and foreign banks and dealers are not regulated by any United States government
agency. With respect to its trading of forward contracts, the Partnership may
be subject to the risk of bank or dealer failure and the inability of, or
refusal by, a bank or dealer to perform with respect to such contracts. Any
such default would deprive the Partnership of any profit potential or force
the Partnership to cover its commitments for resale, if any, at the then
market price and could result in losses to the Partnership and the Limited
Partners. In addition, regulators, legislators and the courts have focused
considerable attention recently on foreign currency trading in the interbank
markets. In the event that the Partnership were to become unable to trade
certain currency contracts, the prospect of the Partnership achieving its
investment objectives could be materially adversely affected.

Charges to Partnership

      The Partnership will be required to pay a fixed annual management fee
and a fixed monthly brokerage commission to the General Partner, and a
fixed quarterly management fee and, under certain circumstances, a
quarterly incentive fee to the Advisor. The Partnership also is obligated
to pay certain execution costs, as well as all legal, accounting, auditing
and other administrative expenses and fees, regardless of whether the
Partnership realizes any profits. The Partnership, therefore, will be
required to make trading profits in the amount of such charges and fees,
less interest earned, to avoid depletion or exhaustion of its assets and to
generate any profits for the Partnership and the Limited Partners. There
can be no assurance that the Partnership will achieve any profits. See
" --Fees and Expenses."

Possible Effects of Speculative Position Limits

      The CFTC and the commodity exchanges have established limits referred
to as "speculative position limits" or "position limits" on the maximum net
long or net short commodity position that any person or group of persons
may own, hold or control in particular commodity contracts. The CFTC has
jurisdiction to establish, or cause exchanges to establish, position limits
with respect to all items traded on exchanges located in the United States
and any exchange may impose additional limits on positions on that
exchange. Such limits will be applicable in respect of trading of futures
and options and could affect the ability of the Advisor to acquire certain
positions that its respective programs would otherwise indicate as
desirable for the Partnership. Were the Advisor to violate applicable
position limits, mandatory liquidation of the Partnership's positions would
result and the Advisor could be subject to regulatory action restricting or
prohibiting the Advisor from providing further trading advisory services to
the Partnership, which could have a material adverse effect on the
Partnership and result in losses to the Limited Partners. The General
Partner monitors the Partnership's compliance with position limits. The
positions held by the Advisor will be aggregated under the CEA and
applicable exchange regulations for purposes of determining compliance with
speculative position limits.



                                                        23

<PAGE>

Unequal Allocation of the Partnership's Assets Among the Trading
Strategies and Investment Programs

      The General Partner allocates the Partnership's assets to investment
programs that use unequal allocations among trading strategies.
Reallocation of the Partnership's assets or selection of new investment
programs or trading strategies may be made from time to time at the
discretion of the General Partner. There can be no assurance that the
current allocations will prove as successful as others that might have been
made. Any given investment program or trading strategy may experience a
high monthly rate of return but, as a result of particular allocations, may
represent only a small percentage of the Partnership's net assets. In such
case, the benefit to the Partnership as a whole from that investment
program's or trading strategy's performance will be reduced because of the
limited amount of equity available to that investment program or trading
strategy. An investment program or trading strategy may incur losses in
excess of the assets in that investment program's or trading strategy's
sub-account. If this occurs, the funds may have to be reallocated among the
investment programs or trading strategies, removing assets from the
sub-accounts of more successful investment programs or trading strategies
to pay losses incurred by the unsuccessful investment program or trading
strategy. Any such reallocation will reduce the assets under profitable
management, to the detriment of the account, and could disrupt the trading
of those investment programs or trading strategies that had achieved
profits for the account and increase the possibility that the Partnership
and the Limited Partners will experience losses.

      Furthermore, there can be no assurance that the strategy of
allocating the Partnership's assets among different trading strategies will
not result in substantial opportunity costs to the Partnership, as assets
may be allocated away from trading strategies which may be about to recover
from a losing period to trading strategies which have been profitable but
may be about to enter into a decline. The entry and exit from trading
strategies can result in significant losses and missed profit opportunities
for the Partnership and the Limited Partners which otherwise would have
been avoided.

Trading on Exchanges Outside the United States

      The Partnership may engage in trading on commodity exchanges outside
the United States. Trading on foreign exchanges is not regulated by the
CFTC and may be subject to regulations which offer different or diminished
protection in comparison to domestic exchanges and may involve certain
risks not applicable to trading on United States exchanges. For instance,
some foreign exchanges are "principals' markets" in which performance is
not guaranteed by a clearing house or an exchange but is the responsibility
only of the individual member with whom the trader has entered into a
contract. In such a case, the Partnership will be subject to the risk of
the inability of, or the refusal by, the counterparty to perform with
respect to such contracts. Further, United States regulatory authorities
may be unable to compel the enforcement of the rules of regulatory
authorities or markets in non-United States jurisdictions where
transactions for the Partnership may be effected. Moreover, trading on
foreign markets will subject the Partnership's assets to risk of
fluctuations in relevant foreign exchange rates and the possibility of
exchange controls. Some foreign futures exchanges require margin for open
positions to be converted to the home currency of the contract.
Additionally, some brokerage firms have imposed this requirement for all
foreign futures markets traded, whether or not it is required by a
particular exchange. Whenever margin is held in a foreign currency, the
Partnership is exposed to potential gains and losses if exchange rates
fluctuate. The effect of currency fluctuations on performance records might


                                                        24

<PAGE>


be significant. Because these risks are not normally experienced on
domestic exchanges, trading on foreign exchanges may result in greater
losses to the Partnership and the Limited Partners than may be experienced
if the Partnership traded only on domestic exchanges.

Reliance on the General Partner

      Limited partners will be relying entirely on the ability of the
General Partner to select and monitor the trading strategies and investment
programs for the Partnership and to allocate and reallocate the assets
among trading strategies and investment programs. The selection by the
General Partner of the current trading strategies and investment programs
involved numerous considerations. The General Partner evaluated the
performance records and other aspects of other trading strategies and
investment programs (including the volatility of trading, commodities
traded, amount of management and incentive fees normally received,
personnel, amount of brokerage commissions generated, and amount of funds
under management) and made certain subjective judgments in selecting the
current trading strategies and investment programs on behalf of the
Partnership. Although the General Partner has carefully weighed the noted
factors in making its current selection, other factors not considered by
the General Partner also may be important. In the future, the General
Partner may choose to stop using one or more of the current trading
strategies and investment programs, to change the allocation of the
Partnership's assets among such trading strategies and investment programs,
or to select additional trading strategies and investment programs for the
Partnership, and similar factors will have to be considered by the General
Partner at that time. There can be no assurance that the General Partner's
decisions relating to the trading strategies and investment programs for
the Partnership will not result in losses to the Partnership and the
Limited Partners.

Reliance on the Advisor

      The Partnership relies on a single advisor in making trading
decisions. There can be no assurance that the Advisor's trading decisions
will not result in losses to the Partnership and the Limited Partners. In
addition, an investment in the Partnership may be riskier than other
investments because there is a single advisor.

New Trading Strategies and Investment Programs

      In the future, the General Partner may designate additional or
replacement trading strategies and investment programs to manage the assets
of the Partnership. Upon selecting a new trading strategy or investment
program, the General Partner may reallocate the Partnership's assets among
the then current trading strategies and investment programs and the new
trading strategy or investment program in such amounts as the General
Partner may determine in its sole discretion. Any additional or replacement
trading strategy or investment program may be selected without prior notice
to or approval of the Limited Partners who will not have the opportunity to
review the performance records of the newly designated trading strategy or
investment program. However, the Limited Partners will be informed of the
selection of a new trading strategy or investment program after such
trading strategy or investment program has been chosen. No assurance can be


                                                        25

<PAGE>


given that such trading strategy or investment program will be successful
under all or any market conditions or that such trading strategy or
investment program will not result in diminished profits or greater losses
to the Partnership and the Limited Partners.

Multiple Trading Strategies

      Each trading strategy within an investment program employed by the
Advisor makes trading decisions independently of the other. Thus, there is
the possibility that the Partnership could hold opposite positions in the
same or similar Commodity Interest contracts at the same time or during the
same period of time. There is also the possibility that each trading
strategy may, from time to time, enter identical orders and thus compete
for the same trades. Such competition could prevent orders from the
Partnership from being executed at desired prices. There can be no
assurance that the use of several different trading strategies will not
effectively result in losses by certain of the trading strategies at
virtually all times, offsetting any profits achieved by others. The
Partnership's diversification of trading strategies, which is intended to
reduce "down-side" risk while maintaining the ability to capitalize on
profitable trends, may, in fact, have the opposite result, minimizing the
Partnership's ability to exploit trending markets while failing to reduce
exposure to significant losses, resulting in losses to the Partnership and
the Limited Partners.

Experience of the General Partner; Reliance on Key Individuals

      The General Partner has operated only this commodity pool; however,
the investment programs and trading strategies that are utilized by the
Advisor to direct trading for the Partnership have been utilized to direct
futures trading for other investors over varying periods of time. The
success of the Partnership is dependent on the trading programs and
strategies of the Advisor, which are executed by Mr. Philip Yang and Mr.
Michael Gan. Mr. Yang is the sole shareholder of the Advisor; however,
neither Mr. Yang nor Mr. Gan has an employment agreement with the Advisor.
If any of these individuals were to become unavailable, there may be no
adequate replacement who could carry out their respective functions.

Past Results Are No Assurance of Future Performance

      The General Partner and the Advisor each caution prospective
investors to take seriously the warning required by both the CFTC and the
NFA: PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. The
General Partner and the Advisor each believe that such past performance may
be of interest, but encourage investors to look at such information more as
a statement of the Partnership's objectives than as any indication that
such objectives will, in fact, be achieved. In fact, a significant amount
of academic attention has focused on the fact that public futures funds
more frequently than not underperform the past performance records included
in the funds's prospectuses.


                                                        26

<PAGE>


Termination of the Arrangements with the
Advisor, the Advisor's Licensor and Commodity Brokers

      Upon the termination of the Advisory Agreement with the Advisor, the
Advisor's licensing agreement or of any arrangements with the Partnership's
commodity brokers, the General Partner must renegotiate or make such other
arrangements for trading advisors, trading systems or brokerage services,
as the case may be. No assurance is given that the services of the Advisor
or the services of the commodity brokers will be available after the
termination of any such agreements. The Advisor uses each of its five
technical trading systems pursuant to an exclusive licensing agreement with
Caxton Corporation. The licensing agreement for these systems will continue
until December 31, 2001, and shall be renewed for successive one year terms
unless either the Advisor or Caxton has given 90 days' notice to the other
prior to such date of its intention not to renew. The licensing agreement
may also be terminated in the case of an uncured material breach or in
other extraordinary situations. There is no assurance that any of the five
technical trading systems will be available, on an exclusive basis or
otherwise, after termination of the licensing agreement, although the
Advisor's discretionary trading approaches would remain available. In case
of the termination of the Advisor's licensing agreement or of any
agreements with the Advisor or the Partnership's commodity brokers, there
is a possibility that the Partnership's assets would not be able to be
traded as effectively, thereby increasing the possibility of losses being
incurred by Partnership and the Limited Partners.

Limited Ability To Liquidate or Withdraw Investment in Limited
Partnership Units

      There currently is no established public trading market for the
Limited Partnership Units and the Partnership has no plans to register any
of the Limited Partnership Units for resale. In addition, the Partnership
Agreement contains certain restrictions on the transfer of Limited
Partnership Units. As of the last day of any month, a Limited Partner may
redeem all of its Limited Partnership Units on 10 days' prior written
notice to the General Partner for an amount equal to the balance of such
Limited Partner's book capital account as of the last day of any month,
which amount could be less than a Limited Partner's initial investment.
This limited ability to redeem Limited Partnership Units on a monthly
rather than daily basis could prevent investors from withdrawing capital
committed to the Partnership on a timely basis in order to take advantage
of other, more favorable, investment opportunities.

Limited Partners Will Not Participate in Management

      Limited Partners are not entitled to participate in the management of
the Partnership or in the conduct of its business. Any such participation
could subject a Limited Partner to unlimited liability as a general
partner.


                                                        27

<PAGE>



Possibility of Taxation as a Corporation

      The General Partner has been advised that under current federal income
tax laws and regulations the Partnership will be classified as a partnership
and not as an association taxable as a corporation, and that under current
federal income tax laws the Partnership will not be taxed as a corporation
under the provisions applicable to a so-called "publicly traded partnership."
This status has not been confirmed by a ruling from, and such opinion is
not binding upon, the Internal Revenue Service. No such ruling has been or
will be requested. If the Partnership were taxed as a corporation for
federal income tax purposes, income or loss of the Partnership would not be
passed through to the limited partners, and the Partnership would be
subject to tax on its income at the rates of tax applicable to corporations
without any deductions for distributions to the Limited Partners. In
addition, all or a portion of distributions made to Limited Partners could
be taxable to the limited partners as dividends.

Automatic Termination

      The limited partnership interests are designed for investors who
desire longer term investments. The Partnership will terminate on December
31, 2006, regardless of its financial condition at such time and will
terminate automatically if there is a decline of greater than 50% in the
Net Assets of the Partnership as of the end of any month from the Net
Assets of the Partnership as of the beginning of the previous fiscal year
of the Partnership. However, no assurance can be given to an investor as to
the amount, if any, it will receive on such termination because the
impossibility of executing trades under favorable conditions, as well as
the expenses of liquidation, may completely deplete the Partnership's
assets.

Absence of Certain Statutory Registrations

      Neither the General Partner nor the Partnership has registered as a
securities investment company, or "mutual fund," which is subject to
extensive regulation by the Securities and Exchange Commission under the
Investment Company Act of 1940, as amended. The Partnership is, however, a
"commodity pool" subject to regulation as such by the CFTC under the CEA.
The General Partner and the Advisor each are registered with the CFTC as a
CPO and a CTA and both are members of the NFA. In addition, the General
Partner is registered as an introducing broker with the CFTC.

Exchanges of Futures for Physicals

      The Partnership may engage in exchanges of futures for physicals. An
exchange of futures for physicals is a transaction permitted under the
rules of many futures exchanges in which two parties holding futures
positions may close out their positions without making an open, competitive
trade on the exchange. Generally, the holder of a short futures position
buys the physical commodity, while the holder of a long futures position
sells the physical commodity. The prices at which such transactions are
executed are negotiated between the parties. If the Partnership were
prevented from such trading as a result of regulatory changes, the
performance of the Partnership could be adversely affected, resulting in
losses to Partnership and the Limited Partners.

                                                        28

<PAGE>





ITEM 2.           Properties.

         The Partnership does not own or lease any physical properties. The
Partnership's office is located within the office of the General Partner,
at 4 Benedek Road, Princeton, New Jersey 08540.

ITEM 3.           Legal Proceedings.

         There are no pending legal proceedings to which the Partnership or
the General Partner is a party or to which any of their assets are subject.

ITEM 4.           Submission of Matters to Vote of Security Holders.

         Not applicable.

                                         PART II

ITEM 5.           Market Price of and Dividends on the Registrant's Common
                  Equity and Related Stockholder Matters

         There currently is no established public trading market for the
Limited Partnership Units. As of December 31, 1999, approximately 6,332
Partnership Units were held by 305 Limited Partners and the General
Partner.

          All of the Limited Partnership Units are "restricted securities"
within the meaning of Rule 144 promulgated under the Securities Act of
1933, as amended (the "Securities Act"), and may not be sold unless
registered under the Securities Act or sold in accordance with an exemption
therefrom, such as Rule 144. The Partnership has no plans to register any
of the Limited Partnership Units for resale. In addition, the Partnership
Agreement contains certain restrictions on the transfer of Limited
Partnership Units.

         Pursuant to the Partnership Agreement, the General Partner has the
sole discretion to determine whether distributions (other than on
redemption of Limited Partnership Units), if any, will be made to partners.
The Partnership has never paid any distributions and does not anticipate
paying any distributions to partners in the foreseeable future.

         From January 1, 1999 through December 31, 1999, a total of
795.8201 Partnership Units were sold for the aggregate net subscription
amount of $3,357,080. Details of the sale of these Partnership Units are as
follows:

                                                        29

<PAGE>




Date of Sale                              Price of Units
------------                              --------------
1/1/99                                    $562,275.97
2/1/99                                    $1,470,573.47
3/1/99                                    $63,704.76
4/1/99                                    $450,725.32
5/1/99                                    $459,879.66
6/1/99                                    $500,824.03
7/1/99                                    $253,859.67
8/1/99                                    $154,627.40
9/1/99                                    $431,374.94
10/1/99                                   $874,525.60
11/1/99                                   $887,632.03
12/1/99                                   $414,916.05


         Investors in the Partnership who subscribed through a selling
agent may have been charged a sales commission at a rate negotiated between
such selling agent and the investor, which sales commission in no event
exceeded 4% of the subscription amount.

         All of the sales of Partnership Units were exempt from
registration pursuant to Section 4(2) of the Securities Act and Regulation
D promulgated thereunder.

Item 2.  Financial Information

Selected Financial Data

         Set forth below is certain selected historical financial data for
the Partnership as of and for the five years ended December 31, 1999. The
selected historical financial data as of and for the four years ended
December 31, 1999, derived from the financial statements of the Partnership,
which were audited by Deloitte & Touche LLP. The selected historical financial
data as of and for the year ended December 31, 1995 was derived
from the financial statements of the Partnership, which were audited
by Coopers & Lybrand LLP.




                                                        30

<PAGE>

<TABLE>
<CAPTION>SEE HARD COPY OF DRAFT FOR SELECTED FINANCIAL DATA

                                               (in thousands, except amounts per Unit)


                                                                     Year Ended December 31,
                                                  -----------------------------------------------------------

                                                  1999          1998         1997       1996        1995
                                                  ----          ----         ----       ----        ----
<S>                                               <C>           <C>         <C>         <C>         <C>
Operations Data:
Realized Gains (Losses) on Closed                 $267          $5,614      $(191)     $ 1,842      $  768
Positions
Net Change in Unrealized
              Gains (Losses) on                    661          (1,041)       897         (121)         24
              Open Futures and
              Options Contracts
Interest Income                                   1123             818        767          339          87
Incentive Fees                                     806              85        875          347         205
Brokerage Commissions (including
Clearing and Exchange Fees)                        935             651        492          148          18
Management Fees                                    484             372        266          101          29
Administrative Expenses                            134             295        115           83          38
Net (Loss) Income                                 (309)          3,989       (275)       1,379         587
Net (Loss) Income Per Unit of
Partnership Interest (for a Unit
Outstanding Throughout Each                        (37)            645        105          326         920
Year)
Financial Condition Data:

Limited Partners' Capital                       $24,440        $21,766      $17,529      $10,528      $2,839
General Partner's Capital                         1,447          1,073          681          276          88
Partners' Capital (Net Asset                     25,887         22,839       18,210       10,803       2,927
Value)
Total Assets                                     26,302         23,459       18,545       11,344       3,281
Net Asset Value per Unit                          4,088          4,126        3,481        3,376       3,050
Partnership Units Outstanding At                  6,332          5,536        5,232        3,201         959
End of Period
</TABLE>





                                                        31

<PAGE>


Item 7.               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations.

General

              The success of the Partnership is dependent upon the ability
of its advisor to generate trading profits through the speculative trading
of Commodity Interests sufficient to produce capital payments after payment
of all fees and expenses. Future results will depend in large part upon the
Commodity Interests markets in general, the performance of its advisor, the
amount of additions and redemptions and changes in interest rates. Due to
the highly leveraged nature of the Partnership's trading activity, small
price movements in Commodity Interests may result in substantial gains or
losses to the Partnership. Because of the nature of these factors and their
interaction, past performance is not indicative of future results. As a
result, any recent increases in net realized or unrealized gains may have
no bearing on any results that may be obtained in the future.

              The Partnership incurs substantial charges from the payment
of brokerage commissions to the General Partner, payment of management and
incentive fees to the Advisor, payment of management fees to the General
Partner and administrative expenses. The Partnership is required to make
substantial trading profits to avoid depleting and exhausting its assets
from the payment of such fees and expenses.

              The futures markets are constantly changing in character and
in degree of volatility. Although the Advisor has been the sole advisor
trading on behalf of the Partnership since April 1991, the General Partner
continues to evaluate and analyze from both quantitative and qualitative
perspectives the ability of the Advisor to trade effectively on the
Partnership's behalf in the context of the current market environment. The
General Partner seeks to limit market and credit risks by monitoring daily
income and margin levels. The General Partner also relies upon the risk
management strategies inherent in the Advisor's trading programs. In the
future, the General Partner may utilize additional strategies or appoint
additional advisors to trade on behalf of the Partnership.

              As of December 31, 1999, the assets of the Partnership were
allocated for trading in Commodity Interests entirely to the Advisor's
Primary Program. The Primary Program consists of the Argo, Vulcan and Siren
computer-based, quantitative trading systems. During 1998, the General
Partner of the Partnership changed the allocation for trading in Commodity
Interests from approximately one-half the Advisor's Primary Program and
approximately one-half the Advisor's Mtech Trading Approach to one hundred
percent in the Primary Program. The decision to terminate trading pursuant
to the Mtech Trading approach was prompted by the significant losses
incurred in the first half of 1998.

              Until the close of business of March 31, 1997, the
Partnership paid commodity brokerage commissions to its clearing brokers on
a per-trade basis. Effective April 1, 1997, the Partnership began paying to
the General Partner a flat-rate monthly brokerage commission of 0.29% of
the net asset value of the Partnership at the beginning of each month (a
3.5 % annual rate). The General Partner pays from this amount all
commission charges and fees with respect to the Partner's trading in
Commodity Interests. The flat-rate monthly commission is common among
programs such as the Partnership, although the General Partner believes the
rate charged the Partnership is lower than that of similar programs.

                                                        32

<PAGE>



In October 1998, the Partnership added Refco, Inc. as one of its clearing
brokers. Effective July 28, 1997, FIMAT replaced Dean Witter Reynolds Inc.
as one of the Partnership's clearing brokers as a result of the sale by
Dean Witter Reynolds Inc. of its clearing business. FIMAT is an experienced
global futures broker and has the backing of Societe Generale, which is one
of the largest banks in the world. The Partnership continues to use Man as
its other clearing broker.

Results of Operations

        Comparison of fiscal years ended December 31, 1999 and 1998

           As of December 31, 1999, the net asset value of the
Partnership was $25,887,169 compared to its net asset value of $22,839,333
at December 31, 1998. The Partnership's 1999 subscriptions and redemptions
totaled $6,524,919 and $3,167,839, respectively, compared to $5,792,282 and
$5,151,808, respectively, in 1998. For the year ended December 31, 1999,
the Partnership had trading profits of $927,638 and $1,123,472 in interest
income. For that same period, the Partnership had expenses comprised of
$806,378 in incentive fees, $935,448 in brokerage commissions including
clearing and exchange fees, $484,069 in management fees and $134,459 in
administrative expenses. This resulted in the Partnership having a net loss
of $309,244, for 1999. The increases in brokerage commissions and
management fees are attributable to growth in the net assets of the
Partnership as a result of more subscriptions and fewer redemptions in
1999. Although the Partnership had less trading profits in 1999 compared
with 1998, the significant increase in incentive fees was due to trading
losses incurred in the first eight months of 1998, which had to be recouped
before incentive fees could be accrued in the later months.  The Partnership
was profitable during the first half of 1999, and therefore incentive fees
were accrued. The net asset value per Unit at December 31, 1999 decreased .9%
from $4,125.74 at December 31,1998 to $4,088.55 at December 31,1999.


         Comparison of fiscal years ended December 31, 1998 and 1997

              As of December 31, 1998, the net asset value of the
Partnership was $22,839,333 compared to its net asset value of $18,210,184
at December 31, 1997. The Partnership's 1998 subscriptions and redemptions
totaled $5,792,282 and $5,151,808, respectively, compared to $9,415,945 and
$1,734,201, respectively, in 1997. For the year ended December 31, 1998, the
Partnership had trading profits of $4,573,666 and $818,150 in interest
income. For that same period, the Partnership had expenses comprised of
$85,182 in incentive fees, $651,387 in brokerage commissions including
clearing and exchange fees, $371,766 in management fees and $294,806 in
administrative expenses. This resulted in the Partnership having a net gain
of $3,988,675, for 1998. The Partnership's significant increase in trading
profits during 1998 compared to 1997 was due primarily to long positions in
global financial markets. More specifically, the Partnership's long
positions in German, French, Italian, British and United States fixed
income markets were profitable as these markets benefited from the default
of the Russian government debt. On June 1, 1998, the Partnership ceased
using the Advisor's Mtech Trading Approach and all the Partnership's assets
were re-allocated to the Advisor's Primary Program, consisting of the Argo,
Vulcan and Siren quantitative, computer-based trading systems currently
used by the Partnership. The decision to terminate trading pursuant to the
Mtech Trading approach was prompted by the significant losses incurred in
the first half of 1998. The increases in brokerage commissions and
management fees are attributable to growth in the net assets of the
Partnership as a result of higher trading profits in 1998. Although the
Partnership had significantly higher trading profits in 1998 compared with
1997, the significant decrease in incentive fee was due to trading losses
incurred in the first eight months of the year. The net asset value per
Unit at December 31,1998 increased 18.5% from $3,480.50 at December 31,1997
to $4,125.74 at December 31,1998.

              Comparison of fiscal years ended December 31, 1997 and 1996

              As of December 31, 1997, the net asset value of the
Partnership was $18,210,184 compared to its net asset value of $10,803,324
at December 31, 1996. The Partnership's 1997 subscriptions and redemptions
totaled $9,415,945 and $1,734,201, respectively, compared to $6,957,825 and
$460,574, respectively, in 1996. For the year ended December 31, 1997, the
Partnership had revenues comprised of $191,044 in realized losses on closed

                                                        33

<PAGE>



positions, $897,177 in net change in unrealized gains on open futures and
options contracts and $766,517 in interest income. For that same period,
the Partnership had expenses comprised of $874,575 in incentive fees,
$491,880 in brokerage commissions (including clearing and exchange fees),
$265,899 in management fees and $115,180 in administrative expenses. This
resulted in the Partnership having a net loss of $274,884 for 1997. The
significant increase in interest income, brokerage commissions, management
fees and administrative fees were due to the significant increase in assets
in the Partnership. Although the Partnership had significantly less trading
profits for the year ended 1997 compared to 1996, the significant increase
in incentive fees was attributable to the substantial trading profits
earned during the first quarter of the year on a larger asset base. During
the first quarter of 1997, the Partnership's trading profits were
$3,350,689 compared to $1,720,620 for the entire year of 1996. As indicated
above, effective January 1, 1997, the Partnership's assets were allocated
approximately equally between the Advisor's Primary Program and the
Advisor's Mtech Trading Approach. The Partnership's significant decrease in
trading profits during 1997 compared to 1996 was due primarily to loss
positions in financial markets. More specifically, the Partnership's short
positions in U.S. equity and bond markets proved unprofitable as these
markets were able to post price increases despite the uncertainty created
by the Asian economic crisis. The net asset value per Unit at December 31,
1997 increased 3.11% from $3,375.50 at December 31, 1996 to $3,480.50 at
December 31, 1997.


                                                        34
<PAGE>


Liquidity

              There currently is no established public trading market for
the Limited Partnership Units and the Partnership has no plans to register
any of the Limited Partnership Units for resale. In addition, the
Partnership Agreement contains certain restrictions on the transfer of
Limited Partnership Units. As of the last day of any month, a Limited
Partner may redeem all of its Limited Partnership Units on 10 days' prior
written notice to the General Partner for an amount equal to the balance of
such Limited Partner's book capital account as of the last day of any
month.

              In general, the Advisor will trade only those Commodity
Interest that have sufficient liquidity to enable it to enter and close out
positions without causing major price movements. Notwithstanding the
foregoing, most United States commodity exchanges limit the amount by which
certain commodities may move during a single day by regulations referred to
as "daily price fluctuation limits" or "daily limits." Pursuant to such
regulations, no trading may be executed on any given day at prices beyond
daily limits. The price of a futures contract occasionally has moved the
daily limit for several consecutive days, with little or no trading,
thereby effectively preventing a party from liquidating his position. While
the occurrence of such an event may reduce or eliminate the liquidity of a
particular market, it will not eliminate losses and may in fact
substantially increase losses because of its inability to liquidate
unfavorable positions. In addition, if there is little or no trading in a
particular futures or forward contract that the Partnership is trading,
whether such illiquidity is caused by any of the above reason or otherwise,
the Partnership may be unable to liquidate its position prior to its
expiration date, thereby requiring the Partnership to make or take delivery
of the underlying interests of the commodity investment.

Capital Resources

              The Partnership's capital resources are dependent upon three
factors: (1) the trading profit or loss generated by its advisor (including
interest income); (2) the money invested or redeemed by the Limited
Partners; and (3) capital invested or redeemed by the General Partner. The
General Partner has maintained, and has agreed to maintain, at all times, a
capital account in such amount as is necessary for the General Partner to
maintain a one percent (1%) interest in the capital, income and losses of
the Partnership. All capital contributions by the General Partner necessary
to maintain such interest capital account balance are evidenced by Units of
general partnership interest, each of which shall have an initial value
equal to the net asset value per Unit at the time of such contribution. The
General Partner in its sole discretion, may withdraw any excess above its
required capital contribution without notice to the Limited Partners. The
General Partner, in its sole discretion, may also contribute any greater
amount to the Partnership, for which it shall receive additional Units of
general partnership interest at the then-current net asset value.




                                                        35

<PAGE>

Year 2000 Compliance

     It is still possible that some computer systems could malfunction in
the future because of the Year 2000 Problem or as a result of actions taken
to address the Year 2000 problem. The General Partner does not anticipate that
its services or those of the Partnership's other service providers will be
adversely affected, but the General Partner will continue to monitor the
situation. If malfunctions related to the Year 2000 Problem do arise, the
Partnership and its investments could be negatively affected.

Item 7A.      Quantitative and Qualitative Disclosures About Market Risk.

         The Partnership is a commodity pool engaged in the speculative
trading of commodity futures contracts (including agricultural and
non-agricultural commodities, currencies and financial instruments),
options on commodities or commodity futures contracts, and forward
contracts. The risk of market sensitive instruments is integral to the
Partnership's primary business activities.

         The futures interests traded by the Partnership involve varying
degrees of related market risk. Such market risk is often dependent upon
changes in the level or volatility of interest rates, exchange rates,
and/or market values of financial instruments and commodities. Fluctuations
in related market risk based upon the aforementioned factors result in
frequent changes in the fair value of the Partnership's open positions,
and, consequently, in its earnings and cash flow. The Partnership accounts
for open positions on the basis of mark-to-market accounting principles. As
such, any gain or loss in the fair value of the Partnership's open
positions is directly reflected in the Partnership's earnings, whether
realized or unrealized.

         The Partnership's total market risk is influenced by a wide
variety of factors including the diversification effects among the
Partnership's existing open positions, the volatility present within the
markets and the liquidity of the markets. At varying times, each of
these factors may act to exacerbate or mute the market risk associated with
the Partnership. The following were the primary trading risk exposures of
the Partnership as of December 31,1999, by market sector:


                                                        36

<PAGE>



              Interest Rate: Interest rate risk is the principal market
exposure of the Partnership. Interest rate movements in one country as well
as relative interest rate movements between countries materially impact the
Partnership's profitability. The Partnership's primary interest rate
exposure is to interest rate fluctuations in the United States and the
other G-7 countries. The General Partner anticipates that G-7 interest
rates will remain the primary market exposure of the Partnership for the
foreseeable future.
              Currency: The Partnership's currency exposure is to exchange
rate fluctuations, primarily in the following countries: Germany, England,
Japan, France, Switzerland, Australia, Canada and United States. These
fluctuations are influenced by interest rate changes as well as political
and general economic conditions. The General Partner does not anticipate
that the risk profile of the Partnership's currency sector will change
significantly in the future, although it is difficult at this point to
predict the effect of the introduction of the Euro on the Trading Advisors'
currency trading strategies.
              Commodity: The Partnership's primary metals market exposure
is to fluctuations in the price of gold, silver and copper. The Partnership
also has commodity exposures in the price of soft commodities, which are
often directly affected by severe or unexpected weather conditions. The
General Partner anticipates that the Advisor will maintain an emphasis in
the commodities described above. Additionally, the Partnership had exposure
to energies (gas, oil) as of December 31, 1999, and it is anticipated that
positions in this sector will continue to be evaluated on an ongoing basis.

         The Partnership measures its market risk, related to its holdings
of commodity interests based on changes in interest rates, foreign currency
rates, and commodity prices utilizing a sensitivity analysis. The
sensitivity analysis estimates the potential change in fair values, cash
flows and earnings based on a hypothetical 10% change (increase and
decrease) in interest, currency and commodity prices. The Partnership
used December 31, 1999 market rates and prices on its instruments
to perform the sensitivity analysis. The sensitivity analysis has been
prepared separately for each of the Partnership's market risk exposures
(interest rate, currency rate, and commodity price) instruments.

     The estimates are based on the market risk sensitive portfolios
described in the preceding paragraph above. The potential loss in earnings
is based on an immediate change in:

o      The prices of the Partnership's interest rate positions resulting
       from a 10% change in interest rates.
o      The U.S. dollar equivalent balances of the Partnership's currency
       exposures due to a 10% shift in currency exchange rates.
o      The market value of the Partnership's commodity instruments
       due to a 10% change in the price of the instruments.

The Partnership has determined that the impact of a 10% change in market
rates and prices on its fair values, cash flows and earnings would not be


                                                        37

<PAGE>


material. The Partnership has elected to disclose the potential loss to
earnings of its commodity price, interest rate and currency exchange rate
sensitivity positions as of December 31, 1999.

The potential loss in earnings for each market risk exposure as of December
31, 1999 was:

Trading portfolio:
              Commodity price risk               $3,243,926
              Interest rate risk                 $4,535,471
              Currency exchange rate risk        $1,371,198

Item 8.       Financial Statements and Supplementary Data

     The Partnership's financial statements, together with the auditors'
reports thereon, appearing on pages F-1 through F-11 hereof, are
incorporated herein by reference.

Item 9.       Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure



Not applicable




                                  PART III

Item 10.              Directors and Executive Officers

     The Partnership has no directors or officers. The General Partner,
Ruvane Investment Corporation, manages and conducts the business of the
Partnership. The General Partner was incorporated as is a Delaware
corporation incorporated in January 1990, is and has been registered with
the CFTC as a CPO since August 8, 1995; as a CTA since January 12, 1990,

                                                        38

<PAGE>



and as an introducing broker since May 8, 1995.  The General Partner is a
member of the NFA.

     Robert L. Lerner is the principal of the General Partner. Mr. Lerner
has been the sole shareholder, director and president of the General
Partner since he formed the General Partner on January 4, 1990. Mr. Lerner
was the sole general partner and CPO of the Partnership since its inception
until November 1995, at which time he transferred and assigned his general
partnership interest to the General Partner, and had been individually
registered with the CFTC as a CPO and a CTA since October 1984. Mr. Lerner
is currently registered as a principal and an associated person of the
General Partner. Mr. Lerner had been a sole proprietor providing consulting
and marketing services to CTAs from January 1992 to January 1996, at which
time he transferred his operations to the General Partner which continues
to provide such services. From May 1988 until January 1992, Mr. Lerner was
senior vice president and director of Mount Lucas Management Corporation,
an investment advisory firm he co-founded which specializes in futures
investment programs for institutional investors. From July 1985 to May
1988, Mr. Lerner was employed by Commodities Corporation (U.S.A.) N.V., a
leading commodity trading advisory firm. Mr. Lerner also has practiced
commodities and securities law. Mr. Lerner has a J.D. degree from Boston
University Law School and a B.A. degree from Cornell University.

     The General Partner has selected Willowbridge Associates Inc. as the
Partnership's trading advisor. The trading principals of the Advisor are
Philip L. Yang and Michael Y. Gan.

     Philip L. Yang has been the sole shareholder, Director and President
of the Advisor since September 1, 1992, and also held those positions from
the time he formed the Advisor in January 1988 through September 1989. Mr.
Yang is registered as an associated person of the Advisor. He is
individually registered pursuant to the CEA as a CPO and a CTA and is a
member of the NFA in such capacities. He is also a principal and an
associated person of Doublewood, Inc. ("Doublewood") and Union Spring Asset
Management, Inc. ("Union Spring") and Limerick Financial Corporation, entities
which are registered as CPOs and CTAs and are NFA members affiliated with
the Advisor. From 1983 through August 1988 and from October 1989 through
August 1992, Mr. Yang was a Senior Vice President at Caxton Corporation, a
commodity trading advisory firm, serving initially as Director of Research,
where his research concentration was in the development and application of
computerized trading models for a broad range of financial markets, and later
as Director of Commodity Trading. Mr. Yang obtained a bachelor's degree with
honors from the University of California at Berkeley, where he was inducted
into Phi Beta Kappa. He received his master's degree from the Wharton
School of the University of Pennsylvania. He co-authored with Richard G.
Faux, Jr. "Managed Futures: The Convergence with Hedge Funds," a chapter in
Evaluating and Implementing Hedge Fund Strategies, a book published in 1996
by Euromoney Publications.

     Michael Y. Gan has been the Executive Vice President of the Advisor
since September 1, 1992. Mr. Gan is registered as an associated person of


                                                        39

<PAGE>


the Advisor. He is individually registered pursuant to the CEA as a CPO and
a CTA and is a member of the NFA in such capacities. He is also a principal
and an associated person of Doublewood and Union Spring. Mr. Gan was the
sole shareholder, Director and President of the Advisor from October 1989
through August 1992. From 1983 to October 1989, he worked in the foreign
exchange trading group at Marine Midland Bank in New York. In this
capacity, Mr. Gan was responsible for research into technical analysis, as
well as proprietary trading for the firm in both currency futures and
options. He had been promoted to Assistant Vice President prior to his
resignation. Mr. Gan graduated summa cum laude from the University of the
Philippines with a B.S. in Chemical Engineering and subsequently graduated
with honors from the Wharton School of the University of Pennsylvania with
an M.B.A. in Finance.

Item 11.   Executive Compensation

     The Partnership has no directors or executive officers. The General
Partner manages and conducts the business of the Partnership. The General
Partner receives management and other fees from the Partnership. See
"Business -- Fees and Expenses."

Item 12.   Security Ownership of Certain Beneficial Owners and Management

     As of December 31, 1999, approximately 6,332 Partnership Units were
held by 305 Limited Partners and the General Partner. The following table
sets forth certain information as of December 31, 1999 with respect to each
person known to the Partnership to beneficially own more than 5% of the
outstanding Partnership Units.


Name and Address                      Number of Limited       Percent of Total
of Beneficial Owner                   Partnership Units       Partnership Units
-------------------                   -----------------       -----------------

Kenneth Hart, Esq Gunster Yoakely         479.1142                7.495%
et al PA, Qualified Plans Master Trust
777 South Flager Drive
Suite 500 East
West Palm Beach, FL 33401

Ruvane Investments Corporation             353.9228                5.784%
4 Benedek Road
Princeton, NJ 08540

James O. Welch, Jr.                       368.9754                5.772%
200 DeForest Avenue
East Hanover, NJ 07936


     The Partnership has no directors or officers. The General Partner
manages and conducts the business of the Partnership. As of December 31,
1999, the General Partner owned

                                                        40

<PAGE>



approximately $1,447,031 of general partner interests in the Company, or
353.9228 Partnership Units, representing approximately 6% of the total
outstanding Partnership Units, and also beneficially owned 44.15 Limited
Partnership Units. The General Partner is owned entirely by Robert L.
Lerner and trusts for the benefit of him and his family.

Item 13.     Certain Relationships and Related Transactions

     The General Partner manages and conducts the business of the
Partnership. To compensate the General Partner for its management of the
Partnership, its monitoring of the Advisor's portfolio and its assumption
of the financial burden of operating the Partnership, the General Partner
receives management and other fees from the Partnership. See "Business --
Fees and Expenses." For the years ended December 31, 1999, 1998, and 1997,
the General Partner received a management fee from the Partnership pursuant
to the Partnership Agreement in the amounts of $228,393, $182,103, and
108,033, respectively. For the year ended December 31, 1999, the General
Partner received administrative charges from the Limited Partners pursuant
to the Partnership Agreement in the amount of $60,180. For the year ended
December 31, 1999, the General Partner received $350,929 brokerage
commissions from the Partnership.



                                  PART IV

ITEM 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

     (a)   Documents Filed as a Part of This Report.

          1. See the Index to Financial Statements, which is incorporated
             herein by reference.

          2. See the Index to Exhibits, which is incorporated herein by
             reference.

     (b) Reports on Form 8-K.

          Not Applicable.



                                                        41



<PAGE>



                                 SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Willowbridge Fund, L.P. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                        THE WILLOWBRIDGE FUND, L.P.
                                        By: Ruvane Investment Corporation
                                        Its: General Partner


                                        By:  /s/ Robert L. Lerner
                                            ---------------------------
                                            Robert L. Lerner, President

Date:  March 31, 2000



     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of registrant
and in the capacities and on the dates indicated.


                                           By: /s/ Robert L. Lerner
                                              -------------------------------
                                              Robert L. Lerner, President of
                                              Ruvane Corporation

Date:  March 31, 2000


                                                        43

<PAGE>


                       INDEX TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

                                                                         Page

INDEPENDENT AUDITORS' REPORT                                              F-2

FINANCIAL STATEMENTS:

     Statements of Financial Condition as of December 31, 1999
       and 1998                                                           F-3

     Statements of Income for the Years Ended December 31, 1999,
       1998 and 1997                                                      F-4

     Statements of Changes in Partners' Capital for the Years Ended
       December 31, 1999, 1998 and 1997                                   F-5

         Notes to Financial Statements                                    F-6



<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Partners of
    The Willowbridge Fund L.P.

We have audited the accompanying statements of financial condition of The
Willowbridge Fund L.P. (the "Partnership") as of December 31, 1999 and 1998
and the related statements of income and changes in partners' capital for
each of the three years in the period ended December 31, 1999. These
financial statements are the responsibility of the General Partner. Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by the General Partner, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of The Willowbridge Fund
L.P. at December 31, 1999 and 1998 and the results of its operations and
changes in its partners' capital for each of the three years in the period
ended December 31, 1999, in conformity with generally accepted accounting
principles.




March  20, 2000

                                       F-2

<PAGE>


THE WILLOWBRIDGE FUND L.P.

STATEMENTS OF FINANCIAL CONDITION
AS OF DECEMBER 31, 1999 AND 1998
-------------------------------------------------------------------------------

ASSETS                                               1999               1998
EQUITY IN COMMODITY FUTURES TRADING ACCOUNT:
     Due from broker                               $ 24,857,158    $ 23,023,260
     Net unrealized appreciation on open
       futures contracts                                858,525         197,957
                                                   ------------    ------------
                                                     25,715,683      23,221,217
CASH IN BANK                                            534,875         205,741
ACCOUNTS RECEIVABLE                                      26,253          32,006
SUBSCRIPTIONS RECEIVABLE                                 24,500            -
OTHER                                                       740            -
                                                    ------------   ------------
TOTAL ASSETS                                       $ 26,302,051    $ 23,458,964
                                                   =============   ============

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
     Redemptions payable                            $   333,869       $ 269,771
     Accrued management fees                             63,587          59,116
     Other accrued expenses                              17,426          43,740
     Advanced subscriptions                                -            161,822
     Accrued incentive fees                                -             85,182
                                                    -----------      ----------
                                                        414,882         619,631
                                                    -----------      ----------
PARTNERS' CAPITAL:
     Limited partners (5,977.7063 and 5,264.1580
       fully redeemable units at December 31, 1999
       and 1998, respectively)                        24,440,138      21,765,943
     General partner (353.9228 and 271.6509 fully
       redeemable units at December 31, 1999 and
       1998, respectively)                             1,447,031       1,073,390
                                                     ----------    ------------
                                                     25,887,169      22,839,333
                                                     ----------    ------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL            $ 26,302,051    $ 23,458,964
                                                   ============    ============
NET ASSET VALUE PER UNIT
(Based on 6,331.6291 and 5,535.8090
  units outstanding)                               $   4,088.55    $   4,125.74
                                                   ============    ============

See Notes to Financial Statements.

                                       F-3
<PAGE>

THE WILLOWBRIDGE FUND L.P.

STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
-------------------------------------------------------------------------------

                                               1999         1998        1997
INCOME:
  Gains (losses) on trading of
    commodity futures, forwards and
    options:
       Realized gains (losses)
       on closed positions, net             $ 267,070    $5,297,745  $(191,044)

      Change in unrealized appreciation
        on open positions, net                660,568      (724,079)   897,177
                                            ---------    -----------  ---------

         Total trading profits                927,638     4,573,666    706,133

     Interest income                        1,123,472       818,150    766,517
                                            ---------     ---------    --------

         Total income                       2,051,110     5,391,816  1,472,650
                                            ---------     ---------  ----------

EXPENSES:
     Brokerage commissions (includes
       clearing and exchange fees of
       $20,612, $19,415 and $26,366
       in 1999, 1998 and 1997, respectively)  935,448      651,387     491,880

     Incentive fees                           806,378       85,182     874,575

     Management fees                          484,069      371,766     265,899

     Administrative expenses                  134,459      294,806     115,180
                                            ---------    ---------   ----------
         Total expenses                     2,360,354    1,403,141   1,747,534
                                            ---------    ---------   ----------
NET (LOSS) INCOME                           $(309,244)  $3,988,675   $(274,884)
                                            ==========  ==========   ==========

NET (LOSS) INCOME:
     Limited partners                      $ (303,853)  $3,854,753   $(273,844)
                                           ===========  ==========   ==========
     General partner                       $   (5,391)  $  133,922   $  (1,040)
                                           ===========  ==========   ==========
NET (LOSS) INCOME PER UNIT                 $   (37.19)  $   645.24   $  105.00
                                           ===========  ==========   ==========

See Notes to Financial Statements.


                                     F-4
<PAGE>
<TABLE>
<CAPTION>

THE WILLOWBRIDGE FUND L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                Total
                                                       General Partner            Limited Partners             Partners'
                                                    Units          Amount        Units         Amount          Capital
<S>                                                <C>          <C>          <C>           <C>                <C>
PARTNERS' CAPITAL JANUARY 1, 1997                    81.6694    $  275,710    3,118.8414   $ 10,527,614       $10,803,324

     Additions                                      113.9754       406,274    2,404.7715      9,009,671         9,415,945

     Redemptions                                     (0.0180)          (65)    (487.1799)    (1,734,136)       (1,734,201)

     Net loss                                          -            (1,040)        -           (273,844)         (274,884)
                                               -------------     ----------   ------------   ------------    --------------
PARTNERS' CAPITAL, DECEMBER 31, 1997                195.6268       680,879    5,036.4330     17,529,305        18,210,184

     Additions                                       76.0242       258,589    1,752.2148      5,533,693         5,792,282

     Redemptions                                        -             -      (1,524.4898)    (5,151,808)       (5,151,808)

     Net income                                         -          133,922         -          3,854,753         3,988,675
                                                -------------    ----------  ------------    -----------      -------------
PARTNERS' CAPITAL, DECEMBER 31, 1998                271.6510     1,073,390    5,264.1580     21,765,943        22,839,333

     Additions                                       82.2718       379,032    1,458.7644      6,145,887         6,524,919

     Redemptions                                       -              -        (745.2161)    (3,167,839)       (3,167,839)

     Net loss                                          -            (5,391)        -           (303,853)         (309,244)
                                             ---------------    ------------  -------------  ------------     -------------
PARTNERS' CAPITAL, DECEMBER 31, 1999                353.9228    $1,447,031    5,977.7063    $24,440,138       $25,887,169
                                             ===============    ============  ============= =============     =============

See Notes to Financial Statements.
</TABLE>

                                                                          F-5
<PAGE>

THE WILLOWBRIDGE FUND L.P.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
-------------------------------------------------------------------------------

1.   PARTNERSHIP ORGANIZATION

     The Willowbridge Fund L.P. (the "Partnership"), a Delaware limited
     partnership, was organized on January 24, 1986. The Partnership is
     engaged in the speculative trading of commodity futures contracts,
     options on commodities or commodity futures contracts and forward
     contracts. The General Partner, Ruvane Investment Corporation
     ("General Partner"), is registered as a Commodity Pool Operator and a
     Commodity Trading Advisor with the Commodity Futures Trading
     Commission. The General Partner is required by the Limited Partnership
     Agreement, as amended and restated (the "Agreement") to contribute an
     amount equal to one percent of the aggregate capital raised by the
     Partnership. The Agreement requires that all subscriptions are subject
     to a one percent administrative charge payable to the General Partner.

     The Partnership shall end on December 31, 2006 or earlier upon
     withdrawal, insolvency or dissolution of the General Partner or a
     decline of greater than fifty percent of the net assets of the
     Partnership as defined in the Agreement, or the occurrence of any
     event which shall make it unlawful for the existence of the
     Partnership to be continued.

2.   SIGNIFICANT ACCOUNTING POLICIES

     Due from Broker - Due from broker represents cash required to meet
     margin requirements and excess funds not required for margin which are
     typically invested in 30-day commercial paper and U.S. Treasury bills
     by the broker.

     Revenue Recognition - Commodity futures, options and forward contract
     transactions are recorded on the trade date and open contracts are
     presented in the financial statements at their fair value on the last
     business day of the reporting period. The difference between the
     original contract amount and fair value is presented in income as
     unrealized gains (losses). Fair value is based on quoted market
     prices. All commodity futures, options and forward contracts and
     financial instruments are presented at fair value in the financial
     statements.

     Commissions - Prior to March 31, 1997, commission charges to open and
     close contracts were expensed at the time the contract positions were
     opened. Commencing April 1, 1997, commission charges were based on a
     percentage of the net asset value of the Partnership at the beginning
     of the month. As of December 31, 1999 and 1998, the commission rate
     charged was 3.5 percent annually of the net asset value of the
     Partnership.

     Statement of Cash Flows - The Partnership has elected not to provide a
     Statement of Cash Flows as permitted by Statement of Financial
     Accounting Standard No. 102, "Statement of Cash Flows - Exemption of
     Certain Enterprises and Classification of Cash Flows from Certain
     Securities Acquired for Resale".

     Allocation of Profits (Losses) and Fees - Net realized and unrealized
     trading gains and losses, interest income and other operating income
     and expenses are allocated to partners monthly in proportion to their
     capital account balance, as defined in the Agreement.

                                       F-6
<PAGE>

     The General Partner was paid a management fee equal to one percent of
     the net assets of the Partnership (as defined in the Agreement) as of
     the last day of the previous fiscal year-end. Such fees amounted to
     $228,393, $182,103 and $108,033 in 1999, 1998 and 1997, respectively.

     Willowbridge Associates, the Commodity Trading Advisor ("CTA") of the
     Partnership is entitled to an incentive fee based on an increase in
     the adjusted net asset value of the allocated assets of the
     Partnership. The CTA receives 25% of any new profits, as defined in
     the Agreement. The term "new profits" is defined as the increase, if
     any, in the adjusted net asset value of the allocated assets. In
     addition, the Partnership pays the CTA a quarterly management fee of
     0.25% (1% per year) of the net asset value of the Partnership.

     The CTA rebates to the Partnership the incentive and management fees
     incurred by certain partners including Willowbridge employees who are
     also limited partners in the Partnership. Incentive and management
     fees are presented in the Partnership's financial statements gross of
     any amounts rebated by the CTA. The rebate to the Partnership is
     recorded on the Partnership's financial statements as a capital
     addition. The incentive and management fees rebated to these partners
     in 1999, 1998 and 1997 were $71,365 and $44,264, and $116,051,
     respectively.

     Administrative Expenses - Administrative expenses include professional
     fees, bookkeeping costs and other charges such as registration fees,
     printing costs and bank fees.

     Income Taxes - Income taxes have not been provided in the accompanying
     financial statements as each partner is individually liable for taxes,
     if any, on his/her share of the Partnership's profits.

     Redemptions - Limited partners may redeem some or all of their units
     at net asset value per unit as of the last business day of each month
     on at least ten days written notice to the General Partner.

     Estimates - The preparation of financial statements in conformity with
     generally accepted accounting principles requires management to make
     estimates and assumptions that affect the reported amounts of assets
     and liabilities and disclosure of contingent assets and liabilities at
     the date of the financial statements and the reported amounts of
     revenues and expenses during the reporting period. Actual results
     could differ from these estimates.

     Certain reclassifications have been made to prior year amounts to
     conform to the current year's presentation.

     Recently Issued Accounting Pronouncements - In June 1999, the Financial
     Accounting Standards Board ("FASB") issued Statement of Financial
     Accounting Standard No. 137, "Accounting for Derivative Instruments and
     Hedging Activities - Deferral of the Effective Date of FASB Statement
     No. 133" ("SFAS 137").  SFAS 137 defers the provisions of Statement of
     Financial Accounting Standards No. 133, "Accounting for Derivative
     Instruments and Hedging Activities" until fiscal years commencing after
     June 15, 2000.  For the Partnership, SFAS 137 will become effective on
     January 1, 2001.  The General Partner does not believe that the Statement
     will have a significant effect on the financial statements of the
     Partnership.


                                   F-7
<PAGE>


3.   FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

     The Partnership trades futures, options on futures and forward
     contracts and forward contracts in currencies and a wide range of
     commodities. The Partnership's trading results by market sector were
     as follows:


                                                    1999

                                                 Net Change in
                              Net Realized         Unrealized     Total Trading
                             Gains (Losses)      Gains (Losses)   Gains (Losses)

Energies                      $  4,560,516       $  (22,749)       $  4,537,767

Financials                       3,009,742          (42,923)          2,966,819

Livestock                          306,020          (14,320)            291,700

Metals                            (198,480)         221,400              22,920

Grains                          (1,539,042)           5,200          (1,533,842)

Tropical products               (2,485,930)          53,953          (2,431,977)

Currencies                      (4,321,204)         460,007          (3,861,197)
                            ------------------    ------------    -------------
                                  (668,378)         660,568              (7,810)

Brokerage commissions              935,448             -                935,448
                            ------------------    ------------    -------------
                              $    267,070       $  660,568         $   927,638
                            ==================   =============    =============



                                                     1998

                                                 Net Change in
                              Net Realized        Unrealized      Total Trading
                             Gains (Losses)      Gains (Losses)  Gains (Losses)

Energies                    $    (480,307)       $  (49,953)      $   (530,260)

Financials                     11,305,310          (879,473)        10,425,837

Livestock                        (491,318)           93,664           (397,654)

Metals                         (1,187,931)          (80,702)        (1,268,633)

Grains                         (1,613,413)          145,643         (1,467,770)

Tropical products              (1,485,853)          393,580         (1,092,273)

Currencies                     (1,400,130)         (346,838)        (1,746,968)
                            ---------------       -----------     -------------
                                4,646,358          (724,079)         3,922,279

Brokerage commissions             651,387              -               651,387
                              --------------      -----------     -------------
                            $   5,297,745         $(724,079)      $  4,573,666
                              ==============      ===========     =============


                                       F-8
<PAGE>




                                                      1997

                                                  Net Change in
                                Net Realized        Unrealized    Total Trading
                               Gains (Losses)     Gains (Losses)  Gains (Losses)

Energies                       $  (563,709)     $ 1,631,394       $  1,067,685

Financials                      (2,484,554)       1,911,786           (572,768)

Livestock                         (474,885)        (183,953)          (658,838)

Metals                            (357,317)          90,419           (266,898)

Grains                             893,714          (91,032)           802,682

Tropical products                1,355,445       (2,718,450)        (1,363,005)

Currencies                         948,382          257,013          1,205,395
                             --------------    --------------    --------------
                                  (682,924)         897,177            214,253
Brokerage commissions              491,880             -               491,880
                             --------------    --------------    ---------------
                              $   (191,044)     $   897,177       $    706,133
                             ==============    ==============    ==============

     Market Risk - Derivative financial instruments involve varying degrees
     of off-balance sheet market risk whereby changes in the level of
     volatility of interest rates, foreign currency exchange rates or
     market values of the underlying financial instruments or commodities
     may result in cash settlements in excess of the amounts recognized in
     the Statements of Financial Condition. The Partnership's exposure to
     market risk is directly influenced by a number of factors, including
     the volatility of the markets in which the financial instruments are
     traded and the liquidity of those markets.

     Fair Value - The derivative instruments used in the Partnership's
     trading activities are marked to market with the resulting unrealized
     profits (losses) recorded in the Statements of Financial Condition and
     the related trading profits (losses) reflected in trading profits in
     the Statements of Income.


                                       F-9

<PAGE>
<TABLE>
<CAPTION>

     The contract/notional values of open contracts as of December 31, 1999
     and 1998 by market sector were as follows:


                                            1999                                            1998
                       --------------------------------------------   ------------------------------------------------
                            Commitment             Commitment              Commitment                 Commitment
                           to Purchase               to Sell               to Purchase                  to Sell
                            (Futures,               (Futures,               (Futures,                  (Futures,
                           Options and             Options and             Options and                Options and
                            Forwards)               Forwards)               Forwards)                  Forwards)
                       --------------------   ---------------------   ---------------------      ---------------------

<S>                         <C>                  <C>                     <C>                      <C>
Energies                        $11,158,763       $     (2,959,102)         $   -                     $    -

Financials                       18,715,900           (114,222,558)             -                    23,942,174

Livestock                         5,579,600             -                       -                          -

Metals                           13,170,560             -                       -                       878,500

Grains                            1,292,200             -                       -                          -

Tropical                          4,910,100               (712,858)              (308,112)              750,656
products

Currencies                       75,798,862           (104,652,600)             -                     2,129,750
                       --------------------   ---------------------       -----------------      -----------------

                            $   130,625,985         $ (222,547,118)            $  (308,112)       $  27,701,080
                       ====================   =====================       =================      =================
</TABLE>

     Substantially all of the Partnership's derivative financial
     instruments outstanding expire within 90 days.

     Credit Risk - Futures and forwards are contracts for delayed delivery
     of financial interests in which the seller agrees to make delivery at
     a specified future date of a specified financial instrument at a
     specified price or yield. Risk arises from changes in the market value
     of the underlying instruments and with respect to forward contracts,
     from the possible inability of counterparties to meet the terms of the
     contracts. Credit risk due to counterparty nonperformance associated
     with these instruments is the net unrealized gain, if any, included in
     the Statements of Financial Condition.

     The risks associated with exchange-traded contracts are typically
     perceived to be less than those associated with over-the-counter
     transactions, because exchanges typically (but not universally)
     provide clearing house arrangements in which the collective credit (in
     some cases limited in amount, in some cases not) of the members of the
     exchange is pledged to support the financial integrity of the
     exchange, whereas in over-the-counter transactions, traders must rely
     solely on the credit of their respective individual counterparties.
     Margins, which may be subject to loss in the event of a default, are
     generally required in exchange trading, and counterparties may require
     margin in the over-the- counter markets. At December 31, 1999 and
     1998, all of the open contracts were exchange-traded.


                                         F-10

<PAGE>



     4.  TRADING ACTIVITIES

     The Partnership was formed for the purpose of trading contracts in a
     variety of commodity interests. The results of the Partnership's
     trading activity are shown in the Statements of Income.

     Management of the Partnership receives fair value information
     regarding open commitments to purchase and sell commodity interests on
     a monthly basis. The average fair value of all commodity interests
     owned by the Partnership during years 1999 and 1998 based on a monthly
     calculation by market sector was as follows:

<TABLE>
<CAPTION>

                                   1999                                      1998
                   -----------------------------------   --------------------------------------
                     Commitment          Commitment          Commitment           Commitment
                    to Purchase            to Sell           to Purchase            to Sell
                     (Futures,            (Futures,           (Futures,            (Futures,
                    Options and          Options and         Options and          Options and
                     Forwards)            Forwards)           Forwards)            Forwards)

                   --------------    -----------------   -----------------     ----------------

<S>                 <C>                 <C>               <C>                     <C>
Energies            $   265,630         $      3,759      $      214,365          $   281,991

Financials             (65,154)              630,308           1,328,231              (13,321)

Livestock                37,653               49,095              45,605               13,390

Metals                  143,670                  518               6,510                2,578

Grains                  (20,658)              (1,578)            (38,384)             -

Tropical
products                 32,316               12,330              (6,377)             -

Currencies              256,818              766,575               7,937               13,025
                 --------------      ---------------     ---------------      ---------------

                    $   650,275          $ 1,461,007       $   1,557,887          $   297,663
                 ==============      ===============     ===============      ===============
</TABLE>

     The fair value of these commodity interests, including options
thereon, at December 31, were as follows:


                                               F-11
<PAGE>

<TABLE>
<CAPTION>


                                    1999                                       1998
                    --------------------------------------      -----------------------------------
                      Commitment          Commitment             Commitment          Commitment
                     to Purchase            to Sell              to Purchase           to Sell
                      (Futures,            (Futures,              (Futures,           (Futures,
                     Options and          Options and            Options and         Options and
                      Forwards)            Forwards)              Forwards)           Forwards)

                    -----------------    -----------------      -----------------  ----------------

<S>                     <C>                   <C>                  <C>                  <C>
Energies                $    (15,345)         $     (7,405)        $  -                 $ -

Financials                  (517,522)              585,070            110,471             -

Livestock                    (14,320)               -                 -                   -

Metals                        252,825               -                  31,425             -

Grains                          5,200               -                 -                   -

Tropical
products                      126,937                4,077             88,575            (11,514)

Currencies                    164,758              274,250             22,750            (43,750)
                    -----------------    -----------------      -------------      --------------

                        $       2,533         $    855,992         $  253,221         $  (55,264)
                    =================    =================      =============      ==============
</TABLE>












                                          F-12
<PAGE>


                             INDEX TO EXHIBITS


Exhibit Number    Item Description
--------------    ----------------

     3.1         Certificate of Limited Partnership for The Willowbridge
                 Fund L.P., dated January 16, 1986  (Filed as Exhibit 3.1 to
                 the Registrant's Form and incorporated by reference herein.)

     3.2         Form of Amended and Restated Limited Partnership Agreement
                 for the Partnership (Filed as Exhibit 3.2 to the Registrant's
                 Form 10, and incorporated by reference herein.)

     10.1        Trading Advisor Agreement between the General Partner and
                 the Advisor, dated April 1, 1991 (Filed as Exhibit 10.1 to
                 the Registrant's Form 10, and incorporated by reference
                 herein.)

     10.2        Service Agreement between the Partnership and Derivatives
                 Portfolio Management, L.L.C., dated September 5, 1997  (Filed
                 as Exhibit 10.2 to the Registrant's Form 10, and incorporated
                 by reference herein.)

     16.1        Letter re Change in Certifying Accountant (Filed as
                 Exhibit 16.1 to the Registrant's Form 10, and incorporated
                 by reference herein.)

     27          Financial Data Schedule