<PAGE>

                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


    [ X ]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                              THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1998

                                       OR

    [   ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                              THE SECURITIES EXCHANGE ACT OF 1934

      For the transition period from _______________ to _________________

                         Commission File number 0-18356


                          SWIFT ENERGY MANAGED PENSION

                         ASSETS PARTNERSHIP 1989-2, LTD.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>       
                  Texas                                    76-0281709
(State or other jurisdiction of organization)  (I.R.S. Employer Identification No.)
</TABLE>


                        16825 Northchase Drive, Suite 400
                              Houston, Texas 77060
                    (Address of principal executive offices)
                                   (Zip Code)

                                  (281)874-2700
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year,
                          if changed since last report)


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

Yes  X      No
   ----



<PAGE>


                          SWIFT ENERGY MANAGED PENSION
                         ASSETS PARTNERSHIP 1989-2, LTD.

                                      INDEX



<TABLE>
<CAPTION>
PART I.    FINANCIAL INFORMATION                                                              PAGE
      <S>                                                                                      <C>
      ITEM 1.    Financial Statements

            Balance Sheets

                - September 30, 1998 and December 31, 1997                                      3

            Statements of Operations

                - Three month and nine month periods ended September 30, 1998 and 1997          4

            Statements of Cash Flows

                - Nine month periods ended September 30, 1998 and 1997                          5

            Notes to Financial Statements                                                       6

      ITEM 2.    Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                                        9

PART II.    OTHER INFORMATION                                                                  11


SIGNATURES                                                                                     12
</TABLE>



<PAGE>


                          SWIFT ENERGY MANAGED PENSION
                         ASSETS PARTNERSHIP 1989-2, LTD.
                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                                         September 30,        December 31,
                                                                                             1998                 1997
                                                                                       ---------------     ----------------
                                                                                         (Unaudited)
         <S>                                                                           <C>                  <C>            
         ASSETS:

         Current Assets:
              Cash and cash equivalents                                                $       27,503       $       82,776 
              Nonoperating interests income receivable                                         29,706               50,199 
                                                                                       ---------------      ---------------
                  Total Current Assets                                                         57,209              132,975 
                                                                                       ---------------      ---------------
         Nonoperating interests in oil and gas
              properties, using full cost accounting                                        1,418,266            1,410,129 
         Less-Accumulated amortization                                                     (1,227,994)          (1,203,301)
                                                                                       ---------------      ---------------
                                                                                              190,272              206,828 
                                                                                       ---------------      ---------------
                                                                                       $      247,481       $      339,803 
                                                                                       ===============      ===============

         LIABILITIES AND PARTNERS' CAPITAL:

         Current Liabilities:
              Accounts Payable                                                         $        3,159       $        2,888 
                                                                                       ---------------     ----------------

         Limited Partners' Capital (16,761 Limited Partnership Units;
                                   $100 per unit)                                             242,423              336,831 
         General Partners' Capital                                                              1,899                   84 
                                                                                       ---------------     ----------------
                  Total Partners' Capital                                                     244,322              336,915 
                                                                                       ---------------     ----------------
                                                                                       $       247,481      $      339,803 
                                                                                       ===============     ================
</TABLE>


                 See accompanying notes to financial statements.

                                        3


<PAGE>

                          SWIFT ENERGY MANAGED PENSION
                         ASSETS PARTNERSHIP 1989-2, LTD.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                    Three Months Ended                    Nine Months Ended
                                                       September 30,                        September 30,
                                              ---------------------------------  ---------------------------------
                                                   1998              1997               1998             1997
                                              ---------------  ----------------  ---------------   ---------------
<S>                                           <C>               <C>              <C>               <C>             
REVENUES:
   Income from nonoperating interests         $         9,594   $        26,430  $        42,502   $        94,719 
   Interest income                                        485             1,306            2,240             3,327 
                                              ---------------   ---------------  ---------------   --------------- 
                                                       10,079            27,736           44,742            98,046 
                                              ---------------   ---------------  ---------------   --------------- 

COSTS AND EXPENSES:
   Amortization                                         7,517             9,667           24,693            30,406 
   General and administrative                           6,359             6,008           20,812            23,631 
                                              ---------------   ---------------  ---------------   --------------- 
                                                       13,876            15,675           45,505            54,037 
                                              ---------------   ---------------  ---------------   --------------- 
NET INCOME (LOSS)                             $        (3,797)  $        12,061  $          (763)  $        44,009 
                                              ===============   ===============  ===============   ===============



Limited Partners' net income (loss)
   per unit                                   $          (.23)  $           .72  $          (.05)  $          2.63 
                                              ===============   ===============  ===============   ===============
</TABLE>


                 See accompanying notes to financial statements.

                                        4


<PAGE>

                          SWIFT ENERGY MANAGED PENSION
                         ASSETS PARTNERSHIP 1989-2, LTD.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                           Nine Months Ended
                                                                                             September 30,
                                                                               ---------------------------------------- 
                                                                                    1998                      1997
                                                                               ---------------          --------------- 
<S>                                                                             <C>                     <C>             
CASH FLOWS FROM OPERATING ACTIVITIES:
    Income (Loss)                                                               $         (763)         $        44,009 
    Adjustments to reconcile income (loss) to
      net cash provided by operations:
      Amortization                                                                      24,693                   30,406 
      Change in assets and liabilities:
        (Increase) decrease in nonoperating interests income receivable                 20,493                   20,269 
        (Increase) decrease in other current assets                                         --                  121,731 
        Increase (decrease) in accounts payable                                            271                     (268)
                                                                               ---------------          --------------- 
               Net cash provided by (used in) operating activities                      44,694                  216,147 
                                                                               ---------------          --------------- 
CASH FLOWS FROM INVESTING ACTIVITIES:
    Additions to nonoperating interests in oil and gas properties                       (8,137)                  (6,587)
                                                                               ---------------          --------------- 
CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions to partners                                                     (91,830)                (153,798)
                                                                               ---------------          --------------- 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   (55,273)                  55,762 
                                                                               ---------------          --------------- 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                        82,776                   39,798 
                                                                               ---------------          --------------- 
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $       27,503          $        95,560 
                                                                               ===============          =============== 
</TABLE>


                 See accompanying notes to financial statements.

                                        5


<PAGE>


                          SWIFT ENERGY MANAGED PENSION
                         ASSETS PARTNERSHIP 1989-2, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

(1)  General Information -

                  The financial statements included herein have been prepared by
        the  Partnership  and are  unaudited  except  for the  balance  sheet at
        December  31,  1997  which has been  taken  from the  audited  financial
        statements at that date. The financial  statements reflect  adjustments,
        all of which  were of a  normal  recurring  nature,  which  are,  in the
        opinion  of  the  managing   general   partner   necessary  for  a  fair
        presentation.  Certain  information  and footnote  disclosures  normally
        included in financial  statements  prepared in accordance with generally
        accepted  accounting  principles have been omitted pursuant to the rules
        and regulations of the Securities and Exchange Commission  ("SEC").  The
        Partnership  believes adequate disclosure is provided by the information
        presented.  The financial  statements should be read in conjunction with
        the audited  financial  statements  and the notes included in the latest
        Form 10-K.

(2) Organization and Terms of Partnership Agreement -

                  Swift Energy Managed Pension Assets Partnership 1989-2,  Ltd.,
        a Texas limited partnership ("the Partnership"), was formed on September
        30,  1989,  for  the  purpose  of  purchasing  net  profits   interests,
        overriding  royalty  interests  and  royalty  interests   (collectively,
        "nonoperating interests") in producing oil and gas properties within the
        continental  United  States.  Swift Energy  Company  ("Swift"),  a Texas
        corporation,   and  VJM  Partners,   Ltd.   ("VJM"),   a  Texas  limited
        partnership,  serve as Managing  General  Partner  and  Special  General
        Partner of the Partnership,  respectively.  The Managing General Partner
        is  required  to  contribute  up  to  1/99th  of  limited   partner  net
        contributions. The 182 limited partners made total capital contributions
        of $1,676,058.

                  Nonoperating  interests  acquisition  costs and the management
        fee are borne 99 percent by the limited  partners and one percent by the
        general  partners.  Organization and syndication costs were borne solely
        by the limited partners.

                  Generally,  all continuing costs (including development costs,
        operating costs,  general and  administrative  reimbursements and direct
        expenses) and revenues are allocated 90 percent to the limited  partners
        and ten percent to the general partners. If prior to partnership payout,
        however,  the cash  distribution  rate for a  certain  period  equals or
        exceeds  17.5  percent,  then for the  following  calendar  year,  these
        continuing  costs and  revenues  will be  allocated  85  percent  to the
        limited  partners  and  15  percent  to  the  general  partners.   After
        partnership  payout,  continuing  costs and  revenues  will be shared 85
        percent by the limited partners, and 15 percent by the general partners,
        even if the cash  distribution  rate is less than 17.5  percent.  During
        1992 and 1991, the cash distribution rate (as defined in the Partnership
        Agreement)  exceeded  17.5  percent  and  thus,  in 1993 and  1992,  the
        continuing  costs and  revenues  were  shared 85 percent by the  limited
        partners  and 15 percent by the general  partners.  During  1997,  1996,
        1995, 1994 and 1993, the cash  distribution rate fell below 17.5 percent
        and thus, in 1998,  1997,  1996, 1995 and 1994, the continuing costs and
        revenues will be (were) shared 90 percent by the limited partners and 10
        percent by the general partners.

(3)  Significant Accounting Policies -

      Use of 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  at the date of the  financial  statements  and the reported
        amounts of revenues and expenses  during the  reporting  period.  Actual
        results could differ from estimates. Certain reclassifications have been
        made to prior year amounts to conform to the current year presentation.

                                       6

<PAGE>


                          SWIFT ENERGY MANAGED PENSION
                         ASSETS PARTNERSHIP 1989-2, LTD.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


     Nonoperating Interests in Oil and Gas Properties --

                  The Partnership accounts for its ownership interest in oil and
        gas properties using the proportionate consolidation method, whereby the
        Partnership's  share of assets,  liabilities,  revenues  and expenses is
        included in the appropriate classification in the financial statement.

                  For financial  reporting purposes the Partnership  follows the
        "full-cost"  method of accounting for nonoperating  interests in oil and
        gas property costs. Under this method of accounting,  all costs incurred
        in the acquisition of  nonoperating  interests in oil and gas properties
        are capitalized.  The unamortized cost of nonoperating  interests in oil
        and gas  properties is limited to the "ceiling  limitation"  (calculated
        separately for the Partnership,  limited partners and general partners).
        The  "ceiling  limitation"  is  calculated  on  a  quarterly  basis  and
        represents the estimated future net revenues from nonoperating interests
        in proved  properties  using current  prices  discounted at ten percent.
        Proceeds from the sale or disposition of  nonoperating  interests in oil
        and  gas  properties  are  treated  as a  reduction  of the  cost of the
        nonoperating  interests  with no gains or  losses  recognized  except in
        significant transactions.

                  The Partnership computes the provision for amortization of oil
        and gas properties on the units-of-production method. Under this method,
        the provision is calculated by multiplying the total unamortized cost of
        oil and gas  properties  by an overall rate  determined  by dividing the
        physical  units of oil and gas  produced  during the period by the total
        estimated proved oil and gas reserves at the beginning of the period.

                  The calculation of the "ceiling  limitation" and the provision
        for  depreciation,  depletion and  amortization is based on estimates of
        proved reserves. There are numerous uncertainties inherent in estimating
        quantities  of proved  reserves  and in  projecting  the future rates of
        production,  timing and plan of development. The accuracy of any reserve
        estimate  is a  function  of  the  quality  of  available  data  and  of
        engineering  and  geological  interpretation  and  judgment.  Results of
        drilling,  testing and production subsequent to the date of the estimate
        may justify revision of such estimate.  Accordingly,  reserve  estimates
        are  often  different  from  the  quantities  of oil  and gas  that  are
        ultimately recovered.

(4)  Related-Party Transactions -

                  Affiliates of the Special General Partner,  as Dealer Manager,
        received $41,901 for managing and overseeing the offering of the limited
        partnership  units.  A one-time  management  fee of $41,901  was paid to
        Swift for services performed for the Partnership.

                  The  Partnership  entered  into a Net Profits  and  Overriding
        Royalty Interests Agreement ("NP/OR Agreement") with Swift Energy Income
        Partners 1989-3, Ltd. ("Operating  Partnership"),  managed by Swift, for
        the purpose of acquiring nonoperating interests in producing oil and gas
        properties.   Under  terms  of  the  NP/OR   Agreement,   the  Operating
        Partnership will convey to the Partnership nonoperating interests in the
        aggregate net profits (i.e., oil and gas sales net of related  operating
        costs) of the properties  acquired equal to its  proportionate  share of
        the property acquisition costs.

(5)  Vulnerability Due to Certain Concentrations -

                  The  Partnership's  revenues are primarily the result of sales
        of its oil and natural gas production.  Market prices of oil and natural
        gas may fluctuate and adversely affect operating results.

                                       7

<PAGE>


                          SWIFT ENERGY MANAGED PENSION
                         ASSETS PARTNERSHIP 1989-2, LTD.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


                  In the normal  course of  business,  the  Partnership  extends
        credit,  primarily in the form of monthly oil and gas sales receivables,
        to various  companies  in the oil and gas  industry  which  results in a
        concentration  of credit risk. This  concentration of credit risk may be
        affected by changes in economic or other  conditions and may accordingly
        impact the  Partnership's  overall  credit risk.  However,  the Managing
        General  Partner  believes  that  the  risk is  mitigated  by the  size,
        reputation, and nature of the companies to which the Partnership extends
        credit.  In  addition,   the  Partnership  generally  does  not  require
        collateral or other security to support customer receivables.

(6)  Fair Value of Financial Instruments -

                  The Partnership's  financial  instruments  consist of cash and
        cash equivalents and short-term  receivables and payables.  The carrying
        amounts  approximate  fair value due to the highly  liquid nature of the
        short-term instruments.

(7)  Year 2000 - 

                  The  Year  2000  issue  results  from  computer  programs  and
        embedded computer chips with date fields that cannot distinguish between
        the year  1900 and 2000.  The  Managing  General  Partner  is  currently
        implementing  the steps necessary to make its operations and the related
        operations of the Partnership  Year 2000 compliant.  These steps include
        upgrading,  testing and certifying  computer systems and field operation
        services  and  obtaining  Year 2000  compliance  certification  from all
        important business suppliers. The Managing General Partner formed a task
        force  during the year to address the Year 2000 issue to ensure that all
        of its business systems are Year 2000 compliant by mid-1999 with mission
        critical systems projected to be compliant by the end of 1998.

                  The Managing  General  Partner's  business  systems are almost
        entirely  comprised of  off-the-shelf  software.  Most of the  necessary
        changes in computer  instructional  code can be made by  upgrading  this
        software.  The Managing  General  Partner is currently in the process of
        either upgrading the off-the-shelf  software or receiving  certification
        as to Year 2000  compliance from vendors or third party  consultants.  A
        testing  phase will be conducted as the software is updated or certified
        and is expected to be complete by mid-1999.

                  The  Managing  General  Partner  does not  believe  that costs
        incurred  to address  the Year 2000 issue with  respect to its  business
        systems  will have a  material  effect on the  Partnership's  results of
        operations,  liquidity and financial condition. The estimated total cost
        to the Managing General Partner to address Year 2000 issues is projected
        to be less than $150,000, most of which will be spent during the testing
        phase in the next nine months.  The Partnership's  share of this cost is
        expected to be insignificant.

                  The  failure  to correct a material  Year 2000  problem  could
        result in an  interruption,  or a failure of,  certain  normal  business
        activities or  operations.  Based on  activities  to date,  the Managing
        General  Partner  believes that it will be able to resolve any Year 2000
        problems  concerning  its  financial  and  administrative  systems.  The
        Managing  General Partner is uncertain,  however,  as to the impact that
        the Year  2000  issue  will  have on field  operations  or as to how the
        Managing General Partner or the Partnership will be indirectly  affected
        by the impact that the Year 2000 issue will have on companies with which
        it conducts  business.  For example,  the pipeline operators to whom the
        Managing General Partner sells the Partnership's natural gas, as well as
        other customers and suppliers, could be prone to Year 2000 problems that
        could not be assessed or detected by the Managing General  Partner.  The
        Managing  General  Partner  plans  to  contact  its  major   purchasers,
        customers,  suppliers,  financial  institutions  and others with whom it
        conducts  business to determine whether they will be Year 2000 compliant
        and  whether  they will be able to resolve  in a timely  manner any Year
        2000  problems.  Based upon these  responses and any problems that arise
        during the testing phase,  contingency plans or back-up systems would be
        determined and addressed.


                                       8


<PAGE>


                          SWIFT ENERGY MANAGED PENSION
                         ASSETS PARTNERSHIP 1989-2, LTD.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


GENERAL

      The  Partnership  is formed for the purpose of investing  in  nonoperating
interests in producing oil and gas  properties  located  within the  continental
United States.  In order to accomplish  this, the  Partnership  goes through two
distinct yet  overlapping  phases with respect to its  liquidity  and results of
operations.  When the  Partnership  is formed,  it commences  its  "acquisition"
phase,  with all funds placed in short-term  investments  until required for the
acquisition of nonoperating interests.  Therefore,  the interest earned on these
pre-acquisition  investments  becomes the  primary  cash flow source for initial
partner  distributions.  As the Partnership acquires  nonoperating  interests in
producing properties,  net cash from ownership of nonoperating interests becomes
available  for  distribution,  along  with  the  investment  income.  After  all
partnership funds have been expended on nonoperating  interests in producing oil
and gas properties,  the Partnership enters its "operations"  phase. During this
phase,  income  from  nonoperating  interests  in oil  and gas  sales  generates
substantially all revenues, and distributions to partners reflect those revenues
less all  associated  partnership  expenses.  The  Partnership  may also  derive
proceeds  from  the  sale of  nonoperating  interests  in  acquired  oil and gas
properties,  when the sale of such  interests  is  economically  appropriate  or
preferable to continued operations.

LIQUIDITY AND CAPITAL RESOURCES

      Oil and gas reserves are depleting  assets and therefore often  experience
significant  production  declines each year from the date of acquisition through
the end of the life of the  property.  The primary  source of  liquidity  to the
Partnership comes almost entirely from the income generated from the sale of oil
and gas produced from ownership  interests in oil and gas  properties.  Net cash
provided by  operating  activities  totaled  $44,694 and  $216,147  for the nine
months ended September 30, 1998 and 1997, respectively. This source of liquidity
and the related  results of  operations,  and in turn cash  distributions,  will
decline in future periods as the oil and gas produced from these properties also
declines while production and general and administrative costs remain relatively
stable making it unlikely that the  Partnership  will hold the properties  until
they are fully depleted,  but will likely liquidate when a substantial  majority
of the reserves  have been  produced.  The  Partnership  has expended all of the
partners' net commitments available for property acquisitions and development by
acquiring producing oil and gas properties. The partnership invests primarily in
proved  producing  properties with nominal levels of future costs of development
for  proven  but  undeveloped  reserves.  Significant  purchases  of  additional
reserves or extensive drilling activity are not anticipated.  Cash distributions
totaled  $91,830 and $153,798 for the nine months ended  September  30, 1998 and
1997, respectively.

      Under the NP/OR Agreement, the Managing General Partner acquires interests
in oil and gas properties  from outside  parties and sells these interests to an
affiliated  operating  partnership,  who  in  turn  creates  and  sells  to  the
Partnership  nonoperating  interests in these same oil and gas  properties.  The
Managing  General Partner expects funds available from net profits  interests to
be distributed to the partners.

RESULTS OF OPERATIONS

      The  following  analysis  explains  changes  in the  revenue  and  expense
categories  for the quarter  ended  September  30, 1998  (current  quarter) when
compared to the quarter ended September 30, 1997  (corresponding  quarter),  and
for the nine months ended September 30, 1998 (current period),  when compared to
the nine months ended September 30, 1997 (corresponding period).

Three Months Ended September 30, 1998 and 1997

      Income  from  nonoperating  interests  decreased  64  percent in the third
quarter of 1998 when  compared  to the same  quarter in 1997.  Oil and gas sales
declined $21,987 or 54 percent in the third quarter of 1998 when compared to the
corresponding  period in 1997,  primarily due to decreased oil prices. A decline
in oil prices of 50 percent or $8.62/BBL had a significant impact on partnership
performance.  Also,  current quarter gas and oil production  declined 37 percent
and 50 percent, respectively, when compared to the same quarter in 1997, further
contributing to decreased revenues.

                                       9

<PAGE>


                          SWIFT ENERGY MANAGED PENSION
                         ASSETS PARTNERSHIP 1989-2, LTD.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


      Associated  amortization  expense  decreased  22 percent or $2,150 in 1998
compared to the third quarter of 1997, also related to the decline in production
volumes.

Nine Months Ended September 30, 1998 and 1997

      Income from nonoperating  interests decreased 55 percent in the first nine
months  of 1998 when  compared  to the same  period  in 1997.  Oil and gas sales
declined  $73,961 or 53 percent in the first nine months of 1998 compared to the
corresponding  period in 1997,  primarily due to decreased oil and gas prices. A
decline in oil prices of 39 percent or $7.11/BBL and in gas prices of 13 percent
or $.30/MCF had a significant impact on partnership  performance.  Also, current
period oil and gas production declined 43 percent and 31 percent,  respectively,
when  compared to the same period in 1997,  further  contributing  to  decreased
revenues.  Sale  of the  Gladewater  gas  unit in  Gregg  County,  Texas  (Cairn
acquisition) had an impact on 1998 partnership production volumes.

      Associated  amortization  expense  decreased  19 percent or $5,713 in 1998
compared  to the first  nine  months  of 1997 also  related  to the  decline  in
production volumes.

      During 1998,  partnership  revenues  and costs will be shared  between the
limited partners and general partners in a 90:10 ratio.


                                       10


<PAGE>

                          SWIFT ENERGY MANAGED PENSION
                         ASSETS PARTNERSHIP 1989-2, LTD.
                           PART II - OTHER INFORMATION




ITEM 5.    OTHER INFORMATION


                                     -NONE-





                                       11

<PAGE>



                                   SIGNATURES



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


                                         SWIFT ENERGY MANAGED PENSION
                                         ASSETS PARTNERSHIP 1989-2, LTD.
                                         (Registrant)

                              By:        SWIFT ENERGY COMPANY
                                         Managing General Partner


Date:  November 4, 1998       By:        /s/ John R. Alden
       ----------------                  --------------------------------------
                                         John R. Alden
                                         Senior Vice President, Secretary
                                         and Principal Financial Officer

Date:  November 4, 1998       By:        /s/ Alton D. Heckaman, Jr.
       ----------------                  --------------------------------------
                                         Alton D. Heckaman, Jr.
                                         Vice President, Controller
                                         and Principal Accounting Officer

                                       12