UNITED STATES

                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549

                                 FORM 10-Q




(X)  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934



              For the Quarterly Period Ended March 31, 2000
                                             --------------



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

     For the Transition Period from ______________ to ______________



Commission File No. 000-23529
                    ---------

                                  I.R.S. Employer Identification No. 22-678474



                        THE WILLOWBRIDGE FUND L.P.
                         (a Delaware Corporation)
                              4 Benedek Road,
                        Princeton, New Jersey 08540

                          Telephone 609-921-0717



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>

                         THE WILLOWBRIDGE FUND L.P.
                             INDEX TO FORM 10-Q


PART I - FINANCIAL INFORMATION
                                                                           Page
Item 1.  Unaudited Consolidated Financial Statements ........................2

         Statement of Financial Condition as of March 31, 2000
         (unaudited) and December 31, 1999...................................2

         Statement of Operations For the Three Months Ended
         March 31, 2000 and 1999 (unaudited).................................3

         Statement of Changes in Partners' Capital for the
         Three Months Ended March 31, 2000 and 1999 (unaudited) .............4

         Notes to Financial Statements for the Three Months Ended
         March 31, 2000 (unaudited) and the Year Ended December 31, 1999.....5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operation..................................6

Item 3.  Quantitative and Qualitative Disclosures About Market Risk..........8

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings...................................................10

Item 2.  Changes in Securities and Use of Proceeds...........................10

Item 3.  Defaults Upon Senior Securities.....................................10

Item 4.  Submission of Matters to a Vote of Security Holders.................10

Item 5.  Other Information...................................................10

Item 6.  Exhibits and Reports on Form 8-K....................................10




<PAGE>
<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

THE WILLOWBRIDGE FUND L.P.

STATEMENTS OF FINANCIAL CONDITION
AS OF MARCH 31, 2000 AND DECEMBER 31, 1999
---------------------------------------------------------------------------------------------------
                                                                       March 31,       December 31,
                                                                         2000              1999

<S>                                                                   <C>               <C>
ASSETS

EQUITY IN COMMODITY FUTURES TRADING ACCOUNT:
  Due from broker                                                     $ 23,019,885      $24,857,158
  Net unrealized appreciation on open futures contracts                  3,241,411          858,525
                                                                      ------------      -----------
                                                                        26,261,296       25,715,683

CASH IN BANK                                                             1,007,405          534,875

ACCOUNTS RECEIVABLE                                                         52,815           26,253

SUBSCRIPTIONS RECEIVABLE                                                       -             24,500

OTHER                                                                          -                740
                                                                      ------------      -----------
TOTAL ASSETS                                                          $ 27,321,516      $26,302,051
                                                                      ============      ===========

LIABILITIES AND PARTNERS" CAPITAL

LIABILITIES:
  Redemptions payable                                                $   1,041,909      $   333,869
  Accrued incentive fees                                                       -               -
  Advanced subscriptions                                                   506,400             -
  Accrued management fees                                                  122,990           63,587
  Other accrued expenses                                                    42,425           17,426
  Sales commissions                                                          6,664             -
                                                                     -------------      -----------
                                                                         1,720,389          414,882
                                                                     -------------      -----------

PARTNERS"  CAPITAL:
  Limited partners (6,093.5098 and 5,977.7063 fully redeemable
    units at March 31, 2000 and December 31, 1999, respectively)        23,967,913       24,440,138
  General partner (406.0803 and 353.9228 fully redeemable
    units at March 31, 2000 and December 31, 1999, respectively)         1,633,216        1,447,031
                                                                     -------------      -----------
                                                                        25,601,129       25,887,169
                                                                     -------------      -----------
TOTAL LIABILITIES AND PARTNERS"  CAPITAL                              $ 27,321,518      $26,302,051
                                                                     =============      ===========

NET ASSET VALUE PER UNIT
(Based on 6,499.5901 and 6,331.6291 units outstanding
at March 31, 2000 and December 31, 1999, respectively)                $  3,938.88       $ 4,088.55
                                                                     ============       ==========






<PAGE>
<CAPTION>


THE WILLOWBRIDGE FUND L.P.

STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
------------------------------------------------------------------------------------------------


                                                                2000                    1999

<S>                                                        <C>                     <C>
INCOME:
  Gains (losses) on trading of commodity futures,
    forwards and options:
    Realized losses on closed positions, net               $ (2,994,286)            $  (481,979)
    Net change in unrealized gains (losses) on open
      positions, net                                          2,382,886               1,117,788
                                                           ------------             -----------

           Total trading profits                               (611,400)                635,809

  Interest income                                               310,147                 253,784
                                                           ------------             -----------

           Total (loss) income                                 (301,253)                889,593
                                                           ------------             -----------

EXPENSES:
  Management fees                                               324,484                 288,276
  Brokerage commissions                                         224,139                 235,530
  Incentive fees                                                   -                     96,342
  Administrative expenses                                        43,734                  36,709
                                                           ------------             -----------

           Total expenses                                       592,357                 656,857
                                                           ------------             -----------

NET (LOSS) INCOME                                          $   (893,610)            $    232,736
                                                           ============             =============

NET (LOSS) INCOME:

  Limited partners                                         $   (834,333)            $    215,152
                                                           ============             ============

  General partner                                          $    (59,277)            $     17,584
                                                           ============             ============

NET (LOSS) INCOME PER UNIT                                 $   (149.67)             $       34.98
                                                           ============             =============



<PAGE>
<CAPTION>

THE WILLOWBRIDGE FUND L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                 Total
                                                  General Partner               Limited Partners                Partners'
                                                Units       Amount         Units               Amount            Capital
                                           ---------------------------   ---------------------------------   ---------------

<S>                                        <C>           <C>              <C>              <C>                <C>
PARTNERS' CAPITAL, DECEMBER 31, 1998         271.650937   $1,073,390       5,264.157985    $  21,765,943     $ 22,839,333

  Additions                                   54.151761      216,826         465.411120        1,879,728        2,096,554

  Redemptions                                        -            -         (323.391366)      (1,319,454)      (1,319,454)

  Net income                                         -        17,584                 -           215,152          343.746
                                            -----------   ----------     --------------     ------------      -----------

PARTNERS' CAPITAL, MARCH 31, 1999            325.802698    1,307,800       5,406.277739       22,541,369       23,849,169

  Additions                                   28.120039      162,206         993.353280        4,266,159        4,428,365

  Redemptions                                        -            -         (421.824734)      (1,848,385)      (1,848,385)

  Net loss                                           -       (22,975)                -          (519,005)        (541,980)
                                            -----------   ----------     --------------     ------------      -----------

PARTNERS' CAPITAL, DECEMBER 31, 1999         353.922737    1,447,031       5,977.706285       24,440,138       25,887,169

  Additions                                   52.157600      211,749         517.679400        1,955,633        2,167,382

  Redemptions                                         -           -         (401.875900)      (1,559,812)      (1,559,812)

  Net loss                                            -      (59,277)                -          (834,333)        (893,610)
                                            -----------   ----------     --------------     ------------     ------------

PARTNERS' CAPITAL, MARCH 31, 2000            406.080337   $ 1,599,503       6,093.509785  $   24,001,626     $  25,601,129
                                            ===========   ===========    ===============  ==============     =============


</TABLE>

<PAGE>

THE WILLOWBRIDGE FUND L.P.

NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 (unaudited)
AND THE YEAR ENDED DECEMBER 31, 1999
-------------------------------------------------------------------------------

1.       GENERAL

The accompanying unaudited interim financial statements have been prepared
pursuant to the rules and regulations for reporting on Form 10-Q.
Accordingly, certain information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements are not included herein. Interim statements are subject
to possible adjustments in connection with the annual audit of the
Partnership's financial statements for the full year. In the Partnership's
opinion, all adjustments necessary for a fair presentation of these interim
statements have been included and are of a normal and recurring nature.

2.       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.

3.       SIGNIFICANT ACCOUNTING POLICIES

Due from Broker - Due from broker represents cash required to meet margin
requirements and excess funds not required for margin that 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 an unrealized gains
or 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 March 31, 2000 the commission rate charged was 3.5
percent annually of the net asset value of the Partnership.

<PAGE>

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 the partners monthly in proportion to their
capital account balance, as defined in the Agreement.

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 $261,361 and
$228,393 in the three months ended March 31, 2000 and the year ended
December 31, 1999, 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 the three months ended
March 31, 2000 and the year ended December 31, 1999 were $10,012 and $71,365,
respectively.

Administrative Expense - 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 accordance with
accounting principles generally accepted in the United States of America
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.

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 provions 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.


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operation

General

The Willowbridge Fund L.P. (the "Partnership") is engaged in the speculative
trading of commodity futures contracts, options on commodities or commodity
futures contracts and forward contracts. The objective of the Partnership is
the appreciation of its assets through speculative trading.  Ruvane Investment
Corporation is the general partner of the Partnership (the "General Partner")
and Willowbridge Associates Inc. is the Partnership's trading advisor
(the "Advisor").

<PAGE>

The success of the Partnership is dependent upon the ability of the 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 the Advisor, the amount of
additions to and redemption's from the Partnership 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. As a result of these
factors, the Partnership's past performance is not indicative of future
results and any recent increases in net realized or unrealized gains may
have no bearing on any results that may be obtained in the future.

Until the close of business on May 1, 1998, the assets of the Partnership
were allocated evenly between the Advisor's Primary Program and the
Advisor's Mtech Trading Approach. The Primary Program consists of three
computer-based, quantitative trading systems. The Mtech Trading Approach is
a highly discretionary approach managed by Michael Y. Gan, the Executive
Vice President of the Advisor. Effective June 1, 1998, the General Partner
re-allocated all of the Partnership's assets to the Primary Program because
the Mtech Trading Approach experienced year-to-date losses of greater than
35%.

Results of Operations

Comparison of Three Months Ended March 31, 2000 and 1999

For the quarter ended March 31, 2000, the Partnership had trading losses
comprised of $2,994,286 of realized losses on closed positions, $2,382,886
in net change in unrealized gains on open positions and $310,147 in interest
income. For the same quarter in 1999, the Partnership had trading profits
comprised of $481,979 of realized losses on closed positions, $1,117,788 in
net change in unrealized gains on open positions and $253,784 in interest
income.

In January 2000, trading was unprofitable in foreign currencies, metals and
tropicals. The Partnership recorded a loss of $915,394 or $232.02 per unit.
In February 2000, trading was unprofitable in foreign currencies,
financials and tropicals. The Partnership recorded a loss of $2,040,073
or $561.37 per unit. In March 2000, foreign currencies produced most of the
gains, with smaller gains recorded in financials and grains. The Partnership
recorded a gain of $2,061,857 or $523.46 per unit.

In January 1999, trading was unprofitable in domestic financial instruments
and foreign currencies. The Partnership recorded a loss of $754,373 or
$132.99 per unit. In February 1999, trading was profitable in foreign and
domestic financial instruments, foreign currencies, and base metals. The
Partnership recorded a gain of $1,542,118 or $263.58 per unit. In March
1999, trading was unprofitable in European currencies, coffee and silver.
Profitable positions in foreign currencies, foreign financial instruments
and natural gas offset some losses. The Partnership recorded a loss of
$555,009 or $95.61 per unit.

For the quarter ended March 31, 2000, the Partnership had expenses
comprised of $224,139 in brokerage commissions (including clearing and
exchange fees), $324,484 in management fees, and $43,734 in administrative
expenses. For the same quarter in 1999, the Partnership had expenses
comprised of $235,530 in brokerage commissions (including clearing and
exchange fees), $288,276 in management fees, $96,342 in incentive fees
and $36,709 in administrative expenses. Brokerage commissions and
management fees vary primarily as a result of changes in assets under
management. Incentive fees are generated by quarterly profits. As assets
under management and quarterly profits decreased in the three months ended
March 31, 2000, as compared to the three months ended March 31, 1999,
brokerage commissions and incentive fees also decreased for the three month
period. Administrative fees consist primary of legal and other expenses
relating to the Partnership's reporting requirements under the Securities
Exchange Act of 1934, as amended. The Partnership became subject to such
reporting requirements in April 1998.

As a result of the above, the Partnership recorded a loss of $893,610 or
$149.67 per unit for the quarter compared to a gain of $232,736, or $34.98
per unit for the same quarter in 1999.

At March 31, 2000, the net asset value of the Partnership was $25,601,129
compared to its net asset value of $25,887,169 at December 31, 1999. The
net asset value per unit at March 31, 2000 was $3,938.88 compared to
$4,088.55 at December 31, 1999.

<PAGE>

During the quarter, the Partnership had no credit exposure to a
counterparty that is a foreign commodities exchange or to any counterparty
dealing in over the counter contracts which was material.

Liquidity and Capital Resources

In general, the Advisor trades only those commodity interests 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
trades may be executed on any given day at prices beyond daily limits. The
price of a futures contract occasionally has exceeded the daily limit for
several consecutive days, with little or no trading, thereby effectively
preventing a party from liquidating its 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 the 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 liquidity is
caused by any of the above reasons 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.

The Partnership's capital resources are dependent upon three factors: (a)
the income or losses generated by the Advisor; (b) the money invested or
redeemed by the limited partners; and (c) the capital invested or redeemed
by the General Partner.

The Partnership sells limited partnership units to investors from time to
time in private placements pursuant to Regulation D of the Securities Act
of 1933, as amended. 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.

The General Partner must maintain 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 capital
account balance are evidenced by units of general partnership interest,
each of which has an initial value equal to the net asset value per unit at
the time of such contribution. The General Partner may withdraw any excess
above its required capital contribution without notice to the limited
partners and may also contribute any greater amount to the Partnership.

Year 2000 Issues

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 take 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 3.  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.

<PAGE>

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 infrequent 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
March 31, 2000, by market sector:

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.

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 March 31, 2000, 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
March 31, 2000 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:

The prices of the Partnership's interest rate positions resulting from a
10% change in interest rates.

The U.S. dollar equivalent balances of the Partnership's currency exposures
due to a 10% shift in currency exchange rates.

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 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 March 31, 2000.

<PAGE>


The potential loss in earnings for each market risk exposure as of March
31, 2000 was:

Trading portfolio:
Commodity price risk $ 3,081,071
Interest rate risk $ 3,926,123
Currency exchange rate risk $ 7,048,055


PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The General Partner is not aware of any pending legal proceedings to which
the Partnership or the General Partner is a party or to which any of their
assets are subject

Item 2. Changes in Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K.

Exhibits--The following exhibit is filed as part of this report on Form 10-Q:

         27 Financial Data Schedule

Reports on Form 8-K

None.