<PAGE>
                                                         1997
--------------------------------------------------------------------------------
Prudential-Bache                                        Annual
OptiMax Futures Fund, L.P.                              Report

<PAGE>
                  PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.

                                                                      March 1998

Dear Limited Partner:

Enclosed is the Annual Report of Prudential-Bache OptiMax Futures Fund, L.P.
(the 'Fund') for the year ended December 31, 1997, including the audited
financial statements for the Fund which contain, among other things, the
operating results for the year.

The Fund posted a gain of 17.49% for an OptiMax Unit in 1997. The MAR (Managed
Account Reports) Fund/Pool Index, which tracked the performance of 315 futures
funds in 1997, returned 9.34%, underperforming the Fund. At year-end, the Fund's
net asset value per unit was $167.43*. Past performance is not necessarily
indicative of future results.

The Fund's strong performance in 1997 was primarily attributable to profits in
the currency and financial sectors slightly offset by losses in the index and
energy sectors. Further information with respect to the Fund's performance is
included in the section of the report entitled 'Managements Discussion and
Analysis of Financial Condition and Results of Operations'.

As of May 1, 1997, Chesapeake Capital Corporation no longer served as a trading
advisor to the Fund. Assets of the Fund were reallocated to the Eagle-Global
System trading program managed by Eagle Trading Systems, Inc. We believe that
this program complements the performance of the Fund.

We value your continued participation as a Limited Partner of the Fund. Should
you have any questions, please contact your Prudential Securities Financial
Advisor. For account status inquiries, contact Prudential Securities Client
Services at 1-800-535-2077.

Sincerely,

Thomas M. Lane, Jr.
President and Director
Seaport Futures Management, Inc.

* As of March 25, 1998 the estimated net asset value per unit was $177.59.

                                       1

<PAGE>
                          1177 Avenue of the Americas  Telephone 212 596 7000
                          New York, NY 10036           Fascimile 212 596 8910
Price Waterhouse LLP                                   (LOGO)

                       Report of Independent Accountants

January 26, 1998

To the General Partner and
Limited Partners of
Prudential-Bache OptiMax Futures Fund, L.P.

In our opinion, the accompanying statements of financial condition and the
related statements of operations and changes in partners' capital present
fairly, in all material respects, the financial position of Prudential-Bache
OptiMax Futures Fund, L.P. at December 31, 1997 and 1996, and the results of
its operations for the years then ended in conformity with generally accepted
accounting principles. 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 of these
statements in accordance with generally accepted auditing standards which
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, assessing the
accounting principles used and significant estimates made by the general
partner, and evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for the opinion expressed above.

/s/ Price Waterhouse LLP

                                       2

<PAGE>
Deloitte &
  Touche LLP
       (LOGO)
------------------------------------------------------------------------------
                 Two World Financial Center        Telephone: (212) 436-2000
                 New York, New York 10281-1414     Facsimile: (212) 436-5000

INDEPENDENT AUDITORS' REPORT

To the Partners
Prudential-Bache OptiMax Futures Fund, L.P.

We have audited, by unit classes and in total, the accompanying statements of
operations and of changes in partners' capital of Prudential-Bache OptiMax
Futures Fund, L.P. for the year ended December 31, 1995. These financial
statements are the responsibility of the Partnership's management. 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
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, by unit classes and in
total, in all material respects, the results of operations and changes in
partners' capital of Prudential-Bache OptiMax Futures Fund, L.P. for the year
ended December 31, 1995 in conformity with generally accepted accounting
principles.

/s/Deloitte & Touche LLP

January 29, 1996, except as to matters with respect to
the new OptiMax Units as to which the date is March 17, 1997.

                                       2A

<PAGE>
                  PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
                            (a limited partnership)
                       STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
                                                                                December 31,
                                                                        -----------------------------
<S>                                                                     <C>              <C>
                                                                            1997             1996
-----------------------------------------------------------------------------------------------------
ASSETS
Cash                                                                    $ 2,930,275      $ 3,794,460
U.S. Treasury bills, at amortized cost                                   11,957,555       11,147,656
Net unrealized gain on open commodity positions                           1,082,273          558,306
Options, at market, net                                                      36,807           36,701
                                                                        ------------     ------------
Total assets                                                            $16,006,910      $15,537,123
                                                                        ------------     ------------
                                                                        ------------     ------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable                                                     $   203,740      $   965,306
Accrued expenses                                                            100,952          141,854
Incentive fees payable                                                       85,079           97,630
Management fees payable                                                      28,516           30,821
Other transaction fees payable                                                2,421            2,511
                                                                        ------------     ------------
Total liabilities                                                           420,708        1,238,122
                                                                        ------------     ------------
Commitments
Partners' capital
Limited partners (92,158.661 and 99,334.759 OptiMax Units
  outstanding)                                                           15,430,323       14,155,921
General partner (931 and 1,004 OptiMax Units outstanding)                   155,879          143,080
                                                                        ------------     ------------
Total partners' capital                                                  15,586,202       14,299,001
                                                                        ------------     ------------
Total liabilities and partners' capital                                 $16,006,910      $15,537,123
                                                                        ------------     ------------
                                                                        ------------     ------------
Net asset value per limited and general partnership units (the
'OptiMax Units')                                                        $    167.43      $    142.51
                                                                        ------------     ------------
                                                                        ------------     ------------
-----------------------------------------------------------------------------------------------------
                  The accompanying notes are an integral part of these statements.
</TABLE>
                                       3
<PAGE>
                  PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
                            (a limited partnership)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                             OptiMax                       Combined
                                                              Units          Total          Units
                                                            ----------       Units        ----------
                                                                           ----------
                                                                    Year ended December 31,
                                                            ----------------------------------------
<S>                                                         <C>            <C>            <C>
                                                               1997           1996           1995
----------------------------------------------------------------------------------------------------
REVENUES
Net realized gain on commodity transactions                 $3,646,141     $3,249,181     $2,450,448
Change in net unrealized gain on open commodity positions      571,523       (376,934)      (523,992)
Change in unrealized gain/loss on reserve assets                    --        (44,012)        51,479
Interest from U.S. Treasury bills                              584,519        542,880        497,168
Interest from reserve assets                                        --        147,823        647,621
Realized gain on reserve assets                                     --          2,149         12,584
                                                            ----------     ----------     ----------
                                                             4,802,183      3,521,087      3,135,308
                                                            ----------     ----------     ----------

EXPENSES
Commissions                                                  1,191,476      1,116,092        940,879
Other transaction fees                                          62,540         66,954         62,885
Letter of credit fees                                               --         36,621        166,923
Management fees                                                338,498        346,071        304,116
Incentive fees                                                 609,850        186,834         54,466
General and administrative                                     176,821        214,278        171,994
Amortization of organizational costs                                --          3,204         29,216
                                                            ----------     ----------     ----------
                                                             2,379,185      1,970,054      1,730,479
                                                            ----------     ----------     ----------
Net income                                                  $2,422,998     $1,551,033     $1,404,829
                                                            ----------     ----------     ----------
                                                            ----------     ----------     ----------
ALLOCATION OF NET INCOME
Limited partners                                            $2,398,743     $1,538,489     $1,354,422
                                                            ----------     ----------     ----------
                                                            ----------     ----------     ----------
General partner                                             $   24,255     $   12,544     $   50,407
                                                            ----------     ----------     ----------
                                                            ----------     ----------     ----------
NET INCOME PER WEIGHTED AVERAGE LIMITED AND
  GENERAL PARTNERSHIP UNIT
Net income per weighted average limited and general
  partnership unit                                          $    24.91
                                                            ----------
                                                            ----------
Weighted average number of limited and general
  partnership units outstanding                                 97,287
                                                            ----------
                                                            ----------
----------------------------------------------------------------------------------------------------
           The accompanying schedule and notes are an integral part of these statements.
</TABLE>
                                       4
<PAGE>
                  PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
                            (a limited partnership)
                      SCHEDULE TO STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                               OptiMax        Class A
                                                                                                Units          Units
                                                                                            -------------   ------------
<S>                                                                                         <C>             <C>
                                                                                             Nine months    Three months
                                                                                                ended          ended
                                                                                            December 31,     March 31,
                                                                                                1996            1996
------------------------------------------------------------------------------------------------------------------------
REVENUES
Net realized gain on commodity transactions                                                 $   2,787,947   $    378,211
Change in net unrealized gain on open
  commodity positions                                                                              (1,118)      (308,169)
Change in net unrealized gain/loss on reserve
  assets                                                                                               --        (44,012)
Interest from U.S. Treasury bills                                                                 430,485         91,965
Interest from reserve assets                                                                           --        147,823
Realized gain on reserve assets                                                                        --          2,149
                                                                                            -------------   ------------
                                                                                                3,217,314        267,967
                                                                                            -------------   ------------
EXPENSES
Commissions                                                                                       893,683        182,042
Other transaction fees                                                                             46,178         17,037
Letter of credit fees                                                                                  --         36,621
Management fees                                                                                   272,742         60,015
Incentive fees                                                                                    186,834             --
General and administrative                                                                        166,413         37,542
Amortization of organizational costs                                                                   --          2,858
                                                                                            -------------   ------------
                                                                                                1,565,850        336,115
                                                                                            -------------   ------------
Net income (loss)                                                                           $   1,651,464   $    (68,148)
                                                                                            -------------   ------------
                                                                                            -------------   ------------
ALLOCATION OF NET INCOME (LOSS)
Limited partners                                                                            $   1,634,928   $    (65,441)
                                                                                            -------------   ------------
                                                                                            -------------   ------------
General partner                                                                             $      16,536   $     (2,707)
                                                                                            -------------   ------------
                                                                                            -------------   ------------
NET INCOME (LOSS) PER WEIGHTED AVERAGE LIMITED AND GENERAL PARTNERSHIP UNIT
Net income (loss) per weighted average limited and general partnership unit                 $       14.85   $       (.52)
                                                                                            -------------   ------------
                                                                                            -------------   ------------
Weighted average number of limited and general partnership units outstanding                  111,224.151    130,224.001
                                                                                            -------------   ------------
                                                                                            -------------   ------------
------------------------------------------------------------------------------------------------------------------------
                             The accompanying notes are an integral part of this schedule.
<CAPTION>
                                                                                              Class B         Total
                                                                                               Units          Units
                                                                                            -----------   -------------
<S>                                                                                         <C>

                                                                                                           Year ended
                                                                                                          December 31,
                                                                                                              1996
------------------------------------------------------------------------------------------------------------------------
REVENUES
Net realized gain on commodity transactions                                                 $    83,023    $ 3,249,181
Change in net unrealized gain on open
  commodity positions                                                                           (67,647)      (376,934)
Change in net unrealized gain/loss on reserve
  assets                                                                                             --        (44,012)
Interest from U.S. Treasury bills                                                                20,430        542,880
Interest from reserve assets                                                                         --        147,823
Realized gain on reserve assets                                                                      --          2,149
                                                                                            -----------   -------------
                                                                                                 35,806      3,521,087
                                                                                            -----------   -------------
EXPENSES
Commissions                                                                                      40,367      1,116,092
Other transaction fees                                                                            3,739         66,954
Letter of credit fees                                                                                --         36,621
Management fees                                                                                  13,314        346,071
Incentive fees                                                                                       --        186,834
General and administrative                                                                       10,323        214,278
Amortization of organizational costs                                                                346          3,204
                                                                                            -----------   -------------
                                                                                                 68,089      1,970,054
                                                                                            -----------   -------------
Net income (loss)                                                                           $   (32,283)   $ 1,551,033
                                                                                            -----------   -------------
                                                                                            -----------   -------------
ALLOCATION OF NET INCOME (LOSS)
Limited partners                                                                            $   (30,998)   $ 1,538,489
                                                                                            -----------   -------------
                                                                                            -----------   -------------
General partner                                                                             $    (1,285)   $    12,544
                                                                                            -----------   -------------
                                                                                            -----------   -------------
NET INCOME (LOSS) PER WEIGHTED AVERAGE LIMITED AND GENERAL PARTNERSHIP UNIT
Net income (loss) per weighted average limited and general partnership unit                 $     (2.07)
                                                                                            -----------
                                                                                            -----------
Weighted average number of limited and general partnership units outstanding                 15,619.348
                                                                                            -----------
                                                                                            -----------
------------------------------------------------------------------------------------------------------------------------
                             The accompanying notes are an integral part of this schedule.
<CAPTION>
                                                                                               Class A         Class B
                                                                                                Units           Units
                                                                                            -------------   -------------
                                                                                                     Year ended
                                                                                                    December 31,
                                                                                            -----------------------------
                                                                                                1995            1995
------------------------------------------------------------------------------------------------------------------------
REVENUES
Net realized gain on commodity transactions                                                 $   1,997,178    $   453,270
Change in net unrealized gain on open
  commodity positions                                                                            (427,620)       (96,372)
Change in net unrealized gain/loss on reserve
  assets                                                                                           51,479             --
Interest from U.S. Treasury bills                                                                 405,709         91,459
Interest from reserve assets                                                                      647,621             --
Realized gain on reserve assets                                                                    12,584             --
                                                                                            -------------   -------------
                                                                                                2,686,951        448,357
                                                                                            -------------   -------------
EXPENSES
Commissions                                                                                       766,777        174,102
Other transaction fees                                                                             51,433         11,452
Letter of credit fees                                                                             166,923             --
Management fees                                                                                   248,039         56,077
Incentive fees                                                                                     41,789         12,677
General and administrative                                                                        140,249         31,745
Amortization of organizational costs                                                               25,985          3,231
                                                                                            -------------   -------------
                                                                                                1,441,195        289,284
                                                                                            -------------   -------------
Net income (loss)                                                                           $   1,245,756    $   159,073
                                                                                            -------------   -------------
                                                                                            -------------   -------------
ALLOCATION OF NET INCOME (LOSS)
Limited partners                                                                            $   1,201,035    $   153,387
                                                                                            -------------   -------------
                                                                                            -------------   -------------
General partner                                                                             $      44,721    $     5,686
                                                                                            -------------   -------------
                                                                                            -------------   -------------
NET INCOME (LOSS) PER WEIGHTED AVERAGE LIMITED AND GENERAL PARTNERSHIP UNIT
Net income (loss) per weighted average limited and general partnership unit                 $        8.40    $      8.70
                                                                                            -------------   -------------
                                                                                            -------------   -------------
Weighted average number of limited and general partnership units outstanding                  148,387.751     18,281.333
                                                                                            -------------   -------------
                                                                                            -------------   -------------
------------------------------------------------------------------------------------------------------------------------
                             The accompanying notes are an integral part of this schedule.
<CAPTION>
                                                                                              Combined
                                                                                                Units
                                                                                            -------------
                                                                                                1995
------------------------------------------------------------------------------------------------------------------------
REVENUES
Net realized gain on commodity transactions                                                  $ 2,450,448
Change in net unrealized gain on open
  commodity positions                                                                           (523,992)
Change in net unrealized gain/loss on reserve
  assets                                                                                          51,479
Interest from U.S. Treasury bills                                                                497,168
Interest from reserve assets                                                                     647,621
Realized gain on reserve assets                                                                   12,584
                                                                                            -------------
                                                                                               3,135,308
                                                                                            -------------
EXPENSES
Commissions                                                                                      940,879
Other transaction fees                                                                            62,885
Letter of credit fees                                                                            166,923
Management fees                                                                                  304,116
Incentive fees                                                                                    54,466
General and administrative                                                                       171,994
Amortization of organizational costs                                                              29,216
                                                                                            -------------
                                                                                               1,730,479
                                                                                            -------------
Net income (loss)                                                                            $ 1,404,829
                                                                                            -------------
                                                                                            -------------
ALLOCATION OF NET INCOME (LOSS)
Limited partners                                                                             $ 1,354,422
                                                                                            -------------
                                                                                            -------------
General partner                                                                              $    50,407
                                                                                            -------------
                                                                                            -------------
NET INCOME (LOSS) PER WEIGHTED AVERAGE LIMITED AND GENERAL PARTNERSHIP UNIT
Net income (loss) per weighted average limited and general partnership unit

Weighted average number of limited and general partnership units outstanding

------------------------------------------------------------------------------------------------------------------------
                             The accompanying notes are an integral part of this schedule.
</TABLE>
                                       5
<PAGE>
                  PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
                            (a limited partnership)
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
<TABLE>
<CAPTION>
                                            CLASS A          LIMITED         GENERAL
                                             UNITS           PARTNERS        PARTNER         TOTAL
<S>                                      <C>               <C>              <C>           <C>
------------------------------------------------------------------------------------------------------
Partners' capital--December 31, 1994       158,694.001     $ 18,346,896     $ 622,778     $ 18,969,674
Net income                                          --        1,201,035        44,721        1,245,756
Redemptions                                (28,470.000)      (3,531,189)           --       (3,531,189)
                                         -------------     ------------     ---------     ------------
Partners' capital--December 31, 1995       130,224.001       16,016,742       667,499       16,684,241
Net loss                                            --          (65,441)       (2,707)         (68,148)
Redemptions                                (27,518.000)      (2,977,674)     (533,623)      (3,511,297)
                                         -------------     ------------     ---------     ------------
Partners' capital--March 31, 1996          102,706.001       12,973,627       131,169       13,104,796
Merger into OptiMax Units                 (102,706.001)     (12,973,627)     (131,169)     (13,104,796)
                                         -------------     ------------     ---------     ------------
Partners' capital--April 1, 1996                    --     $         --     $      --     $         --
                                         -------------     ------------     ---------     ------------
                                         -------------     ------------     ---------     ------------
<CAPTION>

                                            CLASS B          LIMITED         GENERAL
                                             UNITS           PARTNERS        PARTNER         TOTAL
<S>                                      <C>               <C>              <C>           <C>
------------------------------------------------------------------------------------------------------
Partners' capital--December 31, 1994        19,665.666     $  2,295,323     $  74,924     $  2,370,247
Net income                                          --          153,387         5,686          159,073
Redemptions                                 (4,046.318)        (503,958)           --         (503,958)
                                         -------------     ------------     ---------     ------------
Partners' capital--December 31, 1995        15,619.348        1,944,752        80,610        2,025,362
Net loss                                            --          (30,998)       (1,285)         (32,283)
Redemptions                                 (1,986.356)        (191,649)      (61,810)        (253,459)
                                         -------------     ------------     ---------     ------------
Partners' capital--March 31, 1996           13,632.992        1,722,105        17,515        1,739,620
Merger into OptiMax Units                  (13,632.992)      (1,722,105)      (17,515)      (1,739,620)
                                         -------------     ------------     ---------     ------------
Partners' capital--April 1, 1996                    --     $         --     $      --     $         --
                                         -------------     ------------     ---------     ------------
                                         -------------     ------------     ---------     ------------
------------------------------------------------------------------------------------------------------
                   The accompanying notes are an integral part of these statements.
</TABLE>
                                       6
<PAGE>
                  PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
                            (a limited partnership)
             STATEMENTS OF CHANGES IN PARTNERS' CAPITAL--Continued
<TABLE>
<CAPTION>
                                           COMBINED          LIMITED         GENERAL
                                             UNITS           PARTNERS        PARTNER         TOTAL
<S>                                      <C>               <C>              <C>           <C>
------------------------------------------------------------------------------------------------------
Partners' capital--December 31, 1994       178,359.667     $ 20,642,219     $ 697,702     $ 21,339,921
Net income                                          --        1,354,422        50,407        1,404,829
Redemptions                                (32,516.318)      (4,035,147)           --       (4,035,147)
                                         -------------     ------------     ---------     ------------
Partners' capital--December 31, 1995       145,843.349       17,961,494       748,109       18,709,603
Net loss                                            --          (96,439)       (3,992)        (100,431)
Redemptions                                (29,504.356)      (3,169,323)     (595,433)      (3,764,756)
                                         -------------     ------------     ---------     ------------
Partners' capital--March 31, 1996          116,338.993       14,695,732       148,684       14,844,416
Merger into OptiMax Units                 (116,338.993)     (14,695,732)     (148,684)     (14,844,416)
                                         -------------     ------------     ---------     ------------
Partners' capital--April 1, 1996                    --     $         --     $      --     $         --
                                         -------------     ------------     ---------     ------------
                                         -------------     ------------     ---------     ------------
<CAPTION>

                                            OPTIMAX          LIMITED         GENERAL
                                             UNITS           PARTNERS        PARTNER         TOTAL
<S>                                      <C>               <C>              <C>           <C>
------------------------------------------------------------------------------------------------------
Partners' capital--April 1, 1996           116,338.993     $ 14,695,732     $ 148,684     $ 14,844,416
Net income                                          --        1,634,928        16,536        1,651,464
Redemptions                                (16,000.234)      (2,174,739)      (22,140)      (2,196,879)
                                         -------------     ------------     ---------     ------------
Partners' capital--December 31, 1996       100,338.759       14,155,921       143,080       14,299,001
Net income                                          --        2,398,743        24,255        2,422,998
Redemptions                                 (7,249.098)      (1,124,341)      (11,456)      (1,135,797)
                                         -------------     ------------     ---------     ------------
Partner's capital--December 31, 1997        93,089.661     $ 15,430,323     $ 155,879     $ 15,586,202
                                         -------------     ------------     ---------     ------------
                                         -------------     ------------     ---------     ------------
------------------------------------------------------------------------------------------------------
                   The accompanying notes are an integral part of these statements.
</TABLE>
                                       7
<PAGE>
                  PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
                            (a limited partnership)
                         NOTES TO FINANCIAL STATEMENTS

A. General

   Prudential-Bache OptiMax Futures Fund, L.P. (the 'Partnership') is a Delaware
limited partnership formed on July 12, 1990 which will terminate on December 31,
2010 unless ended sooner under the provisions of the Agreement of Limited
Partnership, as amended (the 'Partnership Agreement'). The Partnership was
formed to engage in the speculative trading of a portfolio consisting primarily
of commodity futures, forward and options contracts. On February 15, 1991, the
Partnership completed its offering of units and raised $64,000,000 of Class A
units and $6,309,500 of Class B units from the sale of 633,563 Class A and
62,470 Class B units of limited partnership interest and 6,437 Class A and 625
Class B units of general partnership interest and commenced operations. The
general partner of the Partnership is Seaport Futures Management, Inc. (the
'General Partner') which is an affiliate of Prudential Securities Incorporated
('PSI'), the Partnership's commodity broker. Both the General Partner and PSI
are wholly owned subsidiaries of Prudential Securities Group Inc. ('PSGI'). The
General Partner is required to maintain at least a one percent interest in the
Partnership as long as it is acting as the Partnership's general partner.

   Through March 31, 1996, the Partnership maintained two classes (each a
'Class') of units. Sixty percent of the initial net asset value of the Class A
Units and 100% of the initial net asset value of the Class B units were
deposited in the Partnership's trading accounts for commodity trading purposes
(referred to as the Partnership's 'Traded Assets'). The remaining 40% of the
initial net asset value of the Class A Units ('Class A Reserve Assets') was held
in reserve as a protective device in conjunction with the letter of credit (see
discussion below) and invested in U.S. Government interest-bearing obligations,
zero coupon bonds and a Guaranteed Investment Contract ('GIC'). The General
Partner generally maintains not less than 75% of the Partnership's Traded Assets
in interest-bearing U.S. Government obligations (primarily U.S. Treasury bills),
a significant portion of which is utilized for margin purposes for the
Partnership's commodity trading activities. The remaining 25% of the
Partnership's Traded Assets is held in cash in the Partnership's commodity
trading accounts.

   An irrevocable letter of credit ('Letter of Credit') was issued in favor of
the Partnership by Citibank, N.A. (the 'Bank') on February 15, 1991. The Letter
of Credit was intended to provide protection to the Class A limited partners
against loss of their initial investment as of March 31, 1996 (the 'Capital
Return Date') when the limited partners had the option to redeem their Class A
units and receive the greater of the then current net asset value per Class A
unit or one hundred percent of their initial investment. The Letter of Credit
expired on the Capital Return Date (with no payment required by the Bank) and
does not provide protection thereafter. The Reserve Assets held in connection
with the Letter of Credit matured on April 1, 1996 and their proceeds were
allocated evenly to Robert M. Tamiso ('Tamiso') and Hyman Beck & Company, Inc.
('Hyman Beck'), new independent commodities trading managers to the Partnership.

   On April 1, 1996, in conjunction with the expiration of the Letter of Credit
and maturity of the Reserve Assets as discussed above, the General Partner
merged the Class A units and the Class B units in accordance with Article X,
Section B(16) of the Partnership Agreement into a newly created Class of Units
called the OptiMax Units. Each Class A unit was exchanged into one new OptiMax
Unit and each Class B unit was exchanged into .99467 new OptiMax Unit.
Accordingly, all references in the financial statements to outstanding units and
per unit data in prior periods have been restated to reflect the merger.

   Prior to April 1, 1996, trading gains and losses and expenses (other than
those expenses that are particular to Class A units) were allocated between the
Class A units and Class B units based upon the pro rata portion of the
Partnership's Traded Assets to each Class. The allocation was adjusted quarterly
to take into account the effect of redemptions. The quarterly allocation between
the Class A units and Class B units was 82% and 18%, respectively, during the
quarter ended March 31, 1996 and during the year ended December 31, 1995, except
for the three months ended June 30, 1995 which was 81% and 19%, respectively.

   Through March 31, 1996, limited partners owned Class A units and/or Class B
units and, accordingly, separate financial statements are presented for Class A
units and Class B units through such date. In accordance with the Partnership
Agreement, combined financial statements for the Class A and Class B

                                       8

<PAGE>
units are presented in the 'Combined Units' columns and collectively, with the
OptiMax Units, in the 'Total Units' columns.

   Through April 1997, all trading decisions for the Partnership were made by
Willowbridge Associates Inc. ('Willowbridge'), Chesapeake Capital Corporation
('Chesapeake'), Tamiso and Hyman Beck. Effective May 1, 1997, all assets managed
by Chesapeake were reallocated to Eagle Trading Systems, Inc. ('Eagle') pursuant
to its Eagle-Global System trading program. The monthly management fee paid to
Eagle equals 1/6 of 1% (a 2% annual rate) of its traded assets as compared to
1/5 of 1% (a 2.5% annual rate) paid to Chesapeake. The quarterly incentive fee
paid to Eagle equals 23% of the New High Net Trading Profits (as defined in the
Advisory Agreement among the Partnership, the General Partner and Eagle) as
compared to 17% of the New High Net Trading Profits paid to Chesapeake.
Chesapeake, Willowbridge, Tamiso, Hyman Beck and Eagle are collectively referred
to as the 'Trading Managers.' The General Partner retains the authority to
override trading instructions that violate the Partnership's trading policies.

B. Summary of Significant Accounting Policies

Basis of accounting

   The books and records of the Partnership are maintained on the accrual basis
of accounting in accordance with generally accepted accounting principles.

   The preparation of financial statements in conformity with generally accepted
accounting principles requires the General Partner to make estimates and
assumptions that affect the reported amounts of liabilities at the date of the
financial statements and the reported amounts of expenses during the reporting
period. Actual results could differ from those estimates.

   Commodity futures and forward transactions are reflected in the accompanying
statements of financial condition on trade date. The difference between the
original contract amount and market value of futures and forward contracts is
reflected as net unrealized gain or loss. Options transactions are reflected in
the statements of financial condition at market value which is inclusive of the
net unrealized gain or loss. The market value of each contract is based upon the
closing quotation on the exchange, clearing firm or bank on, or through, which
the contract is traded.

   To the extent practicable, the Partnership invests a significant portion of
its Traded Assets in U.S. Treasury bills to fulfill original margin
requirements. U.S. Treasury bills are carried at amortized cost, which
approximates market. During 1995 and 1996, the Class A Reserve Assets consisted
of a GIC and were carried at their market value. Interest on the Reserve Asset
accrued for the benefit of the Class A unitholders and all other interest on
interest-bearing assets accrues for the benefit of the Partnership.

   The weighted average number of limited and general partnership units
outstanding was computed for purposes of disclosing net income (loss) per
weighted average limited and general partnership unit. The weighted average
limited and general partnership units are equal to the number of units
outstanding at year end, adjusted proportionately for the units redeemed based
on their respective time outstanding during such year.

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

Income taxes

   The Partnership is not required to provide for, or pay, any Federal or state
income taxes. Income tax attributes that arise from the Partnership's operations
are passed directly to the individual partners. The Partnership may be subject
to other state and local taxes in jurisdictions in which it operates.

Profit and loss allocations, distributions, redemptions and exchanges

   Net realized profits or losses for tax purposes are allocated first to
partners who redeem units to the extent the amounts received on redemption are
greater than or are less than the amounts paid for the redeemed units by the
partners. Net realized profits or losses remaining after these allocations are
allocated to each partner in proportion to such partner's capital account at
year-end. Net income or loss for financial reporting purposes is allocated
quarterly to all partners on a pro rata basis based on each partner's number of
units outstanding during the quarter.

                                       9

<PAGE>
   Distributions (other than on redemptions of units) are made at the sole
discretion of the General Partner on a pro rata basis in accordance with the
respective capital accounts of the partners. No distributions have been made
since inception.

   The Partnership Agreement provides that a partner may redeem its units as of
the last business day of any full calendar quarter at the then current net asset
value per unit reduced by each unit's pro rata portion of unamortized
organizational costs.

C. Costs, Fees and Expenses

Organizational costs

   Costs incurred to organize the Partnership, including but not limited to,
legal, accounting, registration fees and certain printing costs, were considered
deferred organizational costs. These costs were capitalized and amortized over a
60-month period ending in 1996.

Commissions

   The General Partner, on behalf of the Partnership, entered into an agreement
with PSI to act as commodity broker for the Partnership. The Partnership pays
PSI commissions at a rate of 2/3 of 1% per month (an 8% annual rate) of the
Partnership's Traded Assets as of the first day of each month. In addition, the
Partnership is obligated to pay the National Futures Association, floor
brokerage, exchange and clearing fees incurred in connection with the
Partnership's commodity trading activities.

Letter of Credit fees

   Through March 31, 1996, Letter of Credit fees were calculated as follows: (i)
 .0007291 (an annualized rate of 7/8 of 1%) of the outstanding Letter of Credit
amount as of the first day of each month was due to the Bank for issuing and
maintaining the Letter of Credit and (ii) .0002083 (an annualized rate of 1/4 of
1%) of the outstanding Letter of Credit amount as of the first day of each month
was due to PSGI for being obligated to make payment of the General Partner's
repayment obligation in the event the General Partner was unable to do so.
Following the expiration of the Letter of Credit on March 31, 1996 (see Note A),
the Partnership was no longer obligated to pay these fees.

Management and incentive fees

   The Partnership pays each Trading Manager monthly management fees ranging
from 1/6 of 1% (a 2% annual rate) to 1/4 of 1% (a 3% annual rate) of the portion
of the Traded Assets allocated to each Trading Manager as of the end of each
month.

   In addition, the Partnership pays each Trading Manager a quarterly incentive
fee ranging from 17% to 23% of the 'New High Net Trading Profits' generated by
each Trading Manager (as defined in the Advisory Agreement among the
Partnership, the General Partner and each Trading Manager).

   See Note A for further information concerning changes to management and
incentive fees during 1997.

General and administrative expenses

   In addition to the costs, fees and expenses previously discussed, the
Partnership reimburses the General Partner and its affiliates for actual
Partnership operating expenses payable by, or allocable to, the Partnership. The
amount of reimbursement from the Partnership is limited by the provisions of the
Partnership Agreement. The Partnership also pays amounts directly to unrelated
parties for certain operating expenses.

                                       10

<PAGE>
D. Related Parties

   The General Partner and its affiliates perform services for the Partnership
which include, but are not limited to: brokerage and Letter of Credit services;
accounting and financial management; registrar, transfer and assignment
functions; investor communications; printing services and other administrative
services.

   The costs incurred for these services for the three years ended December 31,
1997, 1996 and 1995 were:

<TABLE>
<CAPTION>
                                                     OPTIMAX            TOTAL            COMBINED
                                                      UNITS             UNITS             UNITS
                                                  --------------     ------------     ---------------
                                                       1997              1996              1995
                                                  --------------     ------------     ---------------
<S>                                               <C>                <C>              <C>
  Commissions                                       $1,191,476        $1,116,092        $   940,879
  Letter of Credit Fees                                     --             8,138             37,098
  General and administrative                            80,720           115,589             84,585
                                                  --------------     ------------     ---------------
                                                    $1,272,196        $1,239,819        $ 1,062,562
                                                  --------------     ------------     ---------------
                                                  --------------     ------------     ---------------
</TABLE>

   Expenses payable to the General Partner and its affiliates (which are
included in accrued expenses) as of December 31, 1997 were $17,761 and as of
December 31, 1996 were $62,525.

   The Partnership maintains its trading and cash accounts at PSI, the
Partnership's commodity broker. Except for the portion of Traded Assets that is
deposited as margin to maintain forward currency contract positions as further
discussed below, the Partnership's Traded Assets are maintained either with PSI
or, for margin purposes, with the various exchanges on which the Partnership is
permitted to trade.

   The Partnership, acting through its Trading Managers, executes
over-the-counter, spot, forward and/or option foreign exchange transactions with
PSI. PSI then engages in back-to-back trading with an affiliate,
Prudential-Bache Global Markets Inc. ('PBGM'). PBGM attempts to earn a profit on
such transactions. PBGM keeps its prices on foreign currency competitive with
other interbank currency trading desks. All over-the-counter currency
transactions are conducted between PSI and the Partnership pursuant to a line of
credit. PSI may require that collateral be posted against the marked-to-market
position of the Partnership.

   Additionally, the Reserve Assets consisted of an 8.17% GIC which matured on
April 1, 1996 with The Prudential Asset Management Company, Inc., an affiliate
of the General Partner. Interest earned on the GIC for the years ended December
31, 1996 and 1995 was $147,823 and $647,621, respectively. Realized gain on the
GIC was $2,149 and $12,584 and the change in unrealized gain/loss on the GIC was
$(44,012) and $51,479 for the years ended December 31, 1996 and 1995,
respectively.

E. Income Taxes

   The following is a reconciliation of net income for financial reporting
purposes to net income for tax reporting purposes for the three years ended
December 31, 1997, 1996 and 1995:->

<TABLE>
<CAPTION>
                                                     OPTIMAX            TOTAL            COMBINED
                                                      UNITS             UNITS              UNITS
                                                  --------------     ------------     ---------------
                                                       1997              1996              1995
                                                  --------------     ------------     ---------------
<S>                                               <C>                <C>              <C>
Net income per financial statements                 $2,422,998        $1,551,033        $ 1,404,829
Change in unrealized gain/loss on nonregulated
  commodity positions                                   85,051          (101,791)           158,000
Change in unrealized gain/loss on GIC                       --            44,012            (51,479)
                                                  --------------     ------------     ---------------
Tax basis net income                                $2,508,049        $1,493,254        $ 1,511,350
                                                  --------------     ------------     ---------------
                                                  --------------     ------------     ---------------
</TABLE>

   The differences between the tax and book bases of partners' capital are
attributable primarily to the cumulative effect of the book to tax income
adjustments.

F. Credit and Market Risk

   The quantitative disclosures presented below through March 31, 1996 are for
Combined Units. Allocation of these amounts to the Class A Units and Class B
Units can be made in conjunction with the quarterly allocation percentages as
more fully discussed in Note A.

                                       11

<PAGE>
   Since the Partnership's business is to trade futures, forward and options
contracts, its capital is at risk due to changes in the value of these contracts
(market risk) or the inability of counterparties to perform under the terms of
the contracts (credit risk).

   Futures, forward and options contracts involve varying degrees of off-balance
sheet risk; and changes in the level of volatility of interest rates, foreign
currency exchange rates or the market values of the contracts (or commodities
underlying the contracts) frequently result in changes in the Partnership's
unrealized gain on open commodity positions reflected in the statements of
financial condition. The Partnership's exposure to market risk is influenced by
a number of factors including the relationships among the contracts held by the
Partnership as well as the liquidity of the markets in which the contracts are
traded.

   Futures and options contracts are traded on organized exchanges and are thus
distinguished from forward contracts which are entered into privately by the
parties. The credit risks associated with futures and options contracts are
typically perceived to be less than those associated with forward contracts
because exchanges typically provide clearinghouse arrangements in which the
collective credit (subject to certain limitations) of the members of the
exchanges is pledged to support the financial integrity of the exchange. On the
other hand, the Partnership must rely solely on the credit of its broker (PSI)
with respect to forward transactions. The Partnership presents unrealized gains
and losses on open forward positions as a net amount in the statements of
financial condition because it has a master netting agreement with PSI.

   The General Partner attempts to minimize both credit and market risks by
requiring the Partnership's Trading Managers to abide by various trading
limitations and policies. The General Partner monitors compliance with these
trading limitations and policies which include, but are not limited to,
executing and clearing all trades with creditworthy counterparties (currently,
PSI is the sole counterparty or broker); limiting the amount of margin or
premium required for any one commodity or all commodities combined; and
generally limiting transactions to contracts which are traded in sufficient
volume to permit the taking and liquidating of positions. The General Partner
may impose additional restrictions (through modifications of such trading
limitations and policies) upon the trading activities of the Trading Managers as
it, in good faith, deems to be in the best interests of the Partnership.

   PSI, when acting as the Partnership's futures commission merchant in
accepting orders for the purchase or sale of domestic futures and options
contracts, is required by Commodity Futures Trading Commission ('CFTC')
regulations to separately account for and segregate as belonging to the
Partnership all assets of the Partnership relating to domestic futures and
options trading and is not to commingle such assets with other assets of PSI. At
December 31, 1997 and 1996, such segregated assets totalled $8,917,171 and
$7,464,278, respectively. Part 30.7 of the CFTC regulations also requires PSI to
secure assets of the Partnership related to foreign futures and options trading
which totalled $6,988,356 and $7,837,283 at December 31, 1997 and 1996,
respectively. There are no segregation requirements for assets related to
forward trading.

   As of December 31, 1997, open futures, forward and options contracts mature
within one year.

   At December 31, 1997 and 1996, gross contract amounts of open futures,
forward and options contracts are:

<TABLE>
<CAPTION>
                                                                         1997              1996
<S>                                                                  <C>               <C>
                                                                     ------------      ------------
Financial Futures and Options Contracts:
  Commitments to purchase                                            $139,900,563      $59,731,780
  Commitments to sell                                                   7,437,372       10,663,117
Currency Futures and Options Contracts:
  Commitments to purchase                                                 492,662        4,367,551
  Commitments to sell                                                  21,706,418        5,391,289
Currency Forward Contracts:
  Commitments to purchase                                               7,046,771       19,229,072
  Commitments to sell                                                  10,358,738       19,694,712
Other Futures and Options Contracts:
  Commitments to purchase                                                 456,506        2,695,541
  Commitments to sell                                                  11,247,722        3,903,333
Other Forward Contracts:
  Commitments to purchase                                                 121,273          --
</TABLE>

                                       12

<PAGE>
   The gross contract amounts represent the Partnership's potential involvement
in a particular class of financial instrument (if it were to take or make
delivery on an underlying futures, forward or options contract). The gross
contract amounts significantly exceed the future cash requirements as the
Partnership intends to close out open positions prior to settlement and thus is
generally subject only to the risk of loss arising from the change in the value
of the contracts. As such, the Partnership considers the 'fair value' of its
futures, forward and options contracts to be the net unrealized gain or loss on
the contracts (plus premiums on options). Thus, the amount at risk associated
with counterparty nonperformance of all contracts is the net unrealized gain
included in the statements of financial condition. The market risk associated
with the Partnership's commitments to purchase commodities is limited to the
gross contract amounts involved, while the market risk associated with its
commitments to sell is unlimited since the Partnership's potential involvement
is to make delivery of an underlying commodity at the contract price; therefore,
it must repurchase the contract at prevailing market prices.

   At December 31, 1997 and 1996, the fair value of open futures, forward and
options contracts was:

<TABLE>
<CAPTION>
                                                       1997                            1996
                                           ----------------------------    ----------------------------
          <S>                              <C>             <C>             <C>             <C>             <C>
                                              Assets       Liabilities        Assets       Liabilities
                                           ------------    ------------    ------------    ------------
          Futures Contracts:
            Domestic exchanges
               Financial                    $  146,750       $ 23,700       $    2,587       $ 21,181
               Currencies                      197,088         38,848          138,623          2,143
               Other                           390,029             --           88,437         22,665
            Foreign exchanges
               Financial                       324,620          3,840          110,601         28,084
               Other                           119,206        130,415           82,373         25,804
          Forward Contracts:
               Currencies                      257,080        154,865          308,705         73,143
               Other                                --            832               --             --
          Options Contracts:
            Domestic exchanges
               Financial                         6,907             --           12,500          3,093
               Currencies                       29,900             --           12,922             --
               Other                                --             --            3,280             --
            Foreign exchanges
               Financial                            --             --           11,092             --
                                           ------------    ------------    ------------    ------------
                                            $1,471,580       $352,500       $  771,120       $176,113
                                           ------------    ------------    ------------    ------------
                                           ------------    ------------    ------------    ------------
</TABLE>

                                       13

<PAGE>
   The following table presents the average fair value of futures, forward and
options contracts during the years ended December 31, 1997 and 1996,
respectively.

<TABLE>
<CAPTION>
                                                       1997                            1996
                                           ----------------------------    ----------------------------
          <S>                              <C>             <C>             <C>             <C>             <C>
                                              Assets       Liabilities        Assets       Liabilities
                                           ------------    ------------    ------------    ------------
          Futures Contracts:
            Domestic exchanges
               Financial                    $  188,384       $  7,993       $   63,648       $ 19,407
               Currencies                      131,258         15,083          167,954         22,876
               Other                           149,036         28,108          325,241         76,245
            Foreign exchanges
               Financial                       322,537         37,267          356,007         23,799
               Other                           160,381        111,278           50,934         60,626
          Forward Contracts:
               Currencies                      569,991        307,155          357,696        188,949
               Other                               847          2,015              425            847
          Options Contracts:
            Domestic exchanges
               Financial                         3,391            238            5,195            238
               Currencies                        6,064             --           13,550            335
               Other                             2,393             --           15,525            835
            Foreign exchanges
               Financial                           923             --           10,236             --
               Other                             6,100             --               --             --
                                           ------------    ------------    ------------    ------------
                                            $1,541,305       $509,137       $1,366,411       $394,157
                                           ------------    ------------    ------------    ------------
                                           ------------    ------------    ------------    ------------
</TABLE>

   The following table presents trading revenues from futures, forward and
options contracts for the three years ended December 31, 1997:

<TABLE>
<CAPTION>
                                               1997           1996           1995
                                            ----------     ----------     ----------
          <S>                               <C>            <C>            <C>           <C>
          Futures Contracts:
            Domestic exchanges
               Financial                    $  260,862     $  115,977     $  854,782
               Currencies                      523,171        869,022        421,282
               Other                           335,196        290,951        405,881
            Foreign exchanges
               Financial                     1,113,209      1,567,704      1,222,072
               Other                           141,588        164,632       (849,732)

          Forward Contracts:
               Currencies                    1,985,427        307,185             --
               Other                           (14,860)         1,200             --

          Options Contracts:
            Domestic exchanges
               Financial                        (9,512)       (75,942)        (7,650)
               Currencies                      (56,626)       (93,996)        45,088
               Other                           (10,356)      (158,789)      (142,618)
            Foreign exchanges
               Financial                       (25,079)      (108,272)       (18,624)
               Other                           (25,356)        (7,425)        (4,025)
                                            ----------     ----------     ----------
                                            $4,217,664     $2,872,247     $1,926,456
                                            ----------     ----------     ----------
                                            ----------     ----------     ----------
</TABLE>

                                       14

<PAGE>
                  PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
                            (a limited partnership)
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

   The Partnership commenced operations on February 15, 1991 with gross proceeds
of $70,309,500. After accounting for organizational and offering expenses, the
Partnership's net proceeds were $62,452,578 for Class A units and $6,156,925 for
Class B units. At the inception of the Partnership, 60% of the initial net
proceeds of the Class A units and 100% of the initial net proceeds of the Class
B units were allocated to trading activity ('Traded Assets'). In conjunction
with a letter of credit, the remaining 40% of the initial net proceeds of the
Class A units was placed in reserve and invested in investment grade
interest-bearing obligations ('Reserve Assets').

   On March 31, 1996, the Letter of Credit expired and the Reserve Assets became
available for commodities trading. On April 1, 1996, these assets were allocated
for commodities trading evenly to Robert M. Tamiso and Hyman Beck & Company,
Inc., new independent trading managers to the Partnership. As such, at December
31, 1996, 100% of the Partnership's net assets were allocated to commodities
trading. Also, on April 1, 1996, in conjunction with the expiration of the
Letter of Credit and maturity of the Reserve Assets as discussed above, the
General Partner merged the Class A units and the Class B units in accordance
with Article X, Section B(16) of the Partnership Agreement into a newly created
Class of units called the OptiMax Units. Each Class A unit was exchanged into
one new OptiMax Unit and each Class B unit was exchanged into .99467 new OptiMax
Unit. See Note A to the financial statements for further information.

   At December 31, 1997, a significant portion of the Traded Assets was held in
U.S. Treasury bills (which represented approximately 76% of the Traded Assets
prior to redemptions payable) and cash, which are used as margin for the
Partnership's trading in commodities. Inasmuch as the sole business of the
Partnership is to trade in commodities, the Partnership continues to own such
liquid assets to be used as margin. The percentage that U.S. Treasury bills
bears to the Traded Assets varies each day, and from month to month, as the
market value of commodity interests change. The balance of the total net assets
is held in cash. All interest earned on the Partnership's interest-bearing funds
is paid to the Partnership.

   The commodities contracts are subject to periods of illiquidity because of
market conditions, regulatory considerations and other reasons. For example,
commodity exchanges limit fluctuations in commodity futures contract prices
during a single day by regulations referred to as 'daily limits.' During a
single day, no trades may 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
neither be taken nor liquidated unless traders are willing to effect trades at
or within the limit. Commodity futures prices have occasionally moved the daily
limit for several consecutive days with little or no trading. Such market
conditions could prevent the Partnership from promptly liquidating its commodity
futures positions.

   Since the Partnership's business is to trade futures, forward and options
contracts, its capital is at risk due to changes in the value of these contracts
(market risk) or the inability of counterparties to perform under the terms of
the contracts (credit risk). The General Partner attempts to minimize these
risks by requiring the Partnership's Trading Managers to abide by various
trading limitations and policies. See Note F to the financial statements for a
further discussion on the credit and market risks associated with the
Partnership's futures, forward and options contracts.

   The Partnership does not have, nor does it expect to have, any capital
assets.

   Redemptions by limited partners recorded for the years ended December 31,
1997, 1996 and 1995 were $1,124,341, $5,344,062 and $4,035,147, respectively.
Additionally, redemptions by the General Partner recorded for the years ended
December 31, 1997 and 1996 were $11,456 and $617,573, respectively. Redemptions
by limited partners and the General Partner recorded from commencement of
operations, February 15, 1991, through December 31, 1997 totalled $72,670,198
(including $779,754 General Partner redemptions). Future redemptions will impact
the amount of funds available for investment in commodity contracts in
subsequent periods.

                                       15

<PAGE>
Results of Operations

   The net asset value per OptiMax Unit as of December 31, 1997 was $167.43, an
increase of 17.49% from the prior year net asset value of $142.51. The net asset
value as of December 31, 1996 reflects increases of 11.23% and 9.90% for the
former Class A units and Class B units, respectively, as compared to December
31, 1995. The MAR (Managed Account Reports) Fund/Pool Index, which tracked the
performance of 315 futures funds in 1997, returned 9.34%, underperforming the
Partnership. Past performance is not necessarily indicative of future results.

   The Partnership's strong performance in 1997 was primarily attributable to
profits in the currency and financial sectors slightly offset by losses in the
index and energy sectors.

   In the currency sector, the Partnership was able to capitalize on several
significant moves. The Partnership's short Malaysian ringget positions proved to
be quite profitable as the ringget experienced a dramatic devaluation throughout
the year. Positions in the Japanese yen gained as the effects of the Asian
crisis took its toll. Australian dollar and French franc positions were
profitable as well.

   Over the course of the year, the world embraced a flight to quality in fixed
income investments, resulting in gains for the Partnership's financial sector
positions. Specifically, the Partnership had gains in long U.S., German, French,
British and Eurodollar positions. Conversely, profits were achieved in short
Japanese bond positions as the fight to quality had its negative effect on
Japan's bonds.

   Offsetting gains were losses in the index sector. These losses came as the
U.S. S&P 500 had double-digit returns and European indices, particularly the
British FTSE 100, had gains as well. Finally, as instability increased in the
Middle East, the world's largest energy producing region, the Partnership
experienced losses in energy contracts, as increased volatility made it
difficult to identify any trends.

   Prior to April 1, 1996 trading gains and losses and expenses (other than
those expenses that were particular to Class A units) are allocated between the
Class A units and Class B units based upon the pro rata portion of the
Partnership's Traded Assets to each Class. See Note A in the financial
statements for further details.

   As discussed in Liquidity and Capital Resources above, the Letter of Credit
expired on March 31, 1996. As a result, there were no Letter of Credit fees
charged during the year ended December 31, 1997. With the expiration of the
Letter of Credit, Reserve Assets were allocated to commodities trading, thus
increasing the Partnership's Traded Assets, including its investment in U.S.
Treasury bills. The increase in U.S. Treasury bills, coupled with strong trading
performance during 1997, partially offset by the liquidation of U.S. Treasury
bills for the payment of redemptions, resulted in an increase in interest income
from U.S. Treasury bills of approximately $42,000 for the year ended December
31, 1997 as compared to 1996. The increase in U.S. Treasury bills since March
31, 1996, partially offset by a decrease in interest rates in 1996 versus 1995
and the liquidation of U.S. Treasury bills for the payment of redemptions,
resulted in an increase in interest income from U.S. Treasury bills of
approximately $46,000 in 1996 versus 1995. Additionally, interest income from
Reserve Assets was eliminated following the allocation of Reserve Assets to
commodities trading and as a result, interest income from Reserve Assets
decreased approximately $500,000 for the year ended December 31, 1996 as
compared to 1995.

   Commissions are calculated on the Traded Assets on the first day of each
month and, therefore, vary due to trading performance and redemptions. Strong
trading performance in 1997 partially offset by redemptions, contributed to the
increase in Trading Assets as compared to 1996. In addition, Traded Assets
increased when the Letter of Credit expired on March 31, 1996 and Reserve Assets
were allocated to commodities trading as discussed above. As a result,
commissions increased approximately $75,000 for the year ended December 31, 1997
as compared to 1996 and increased approximately $175,000 for the year ended
December 31, 1996 compared to 1995.

   Other transaction fees consist of National Futures Association, exchange and
clearing fees which are based on the number of trades the Trading Managers
execute. Other transaction fees decreased approximately $4,000 for the year
ended December 31, 1997 as compared to 1996 but increased approximately $4,000
for the year ended December 31, 1996 as compared to 1995 primarily due to
fluctuations in trading volume.

   Through April 1997, all trading decisions for the Partnership were made by
Willowbridge Associates Inc., Chesapeake Capital Corporation ('Chesapeake'),
Robert M. Tamiso and Hyman Beck & Company, Inc.

                                       16

<PAGE>
(collectively the 'Trading Managers'). Effective May 1, 1997, Eagle Trading
Systems, Inc. ('Eagle') replaced Chesapeake as a Trading Manager for the
Partnership. All assets previously managed by Chesapeake were allocated to Eagle
pursuant to its Eagle-Global System trading program. Eagle is paid a management
fee at a 2% annual rate on its Traded Assets compared to 2.5% paid to
Chesapeake.

   Management fees are calculated on the portion of the Traded Assets allocated
to each Trading Manager at the end of each month, and, therefore, are affected
by trading performance, redemptions and the additional allocation of assets to
commodities trading in 1996 as discussed above. The decrease in the management
fee paid to Eagle discussed above offset an increase in management fees
resulting from strong 1997 trading performance and the additional allocation of
assets to commodities trading as discussed above, resulting in a decrease in
management fees of approximately $8,000 for the year ended December 31, 1997 as
compared to 1996. Management fees increased approximately $42,000 in 1996 as
compared to 1995, primarily due to the additional allocation of assets to
commodities trading.

   Incentive fees are based on the New High Net Trading Profits generated by
each Trading Manager, as defined in the Advisory Agreement between the
Partnership, the General Partner and each Trading Manager. Accordingly,
incentive fees of approximately $33,000, $64,000, $212,000, $79,000 and $222,000
were earned during the year ended December 31, 1997 by Chesapeake, Willowbridge
Associates Inc., Robert M. Tamiso, Hyman Beck & Company, Inc., and Eagle,
respectively. Additionally, incentive fees of approximately $19,000, $102,000,
$18,000 and $48,000 were earned during the year ended December 31, 1996 by
Chesapeake, Willowbridge Associates Inc., Robert M. Tamiso and Hyman Beck &
Company, Inc. For the year ended December 31, 1995, Chesapeake earned an
incentive fee of approximately $55,000.

   General and administrative expenses decreased approximately $37,000 for the
year ended December 31, 1997 as compared to 1996 but increased approximately
$42,000 for the year ended December 31, 1996 as compared to 1995 mainly due to
the costs associated with the expiration of the Letter of Credit and the merger
of A and B units in 1996 as discussed in Note A to the financial statements.

Inflation

   Inflation has had no material impact on operations or on the financial
condition of the Partnership from inception through December 31, 1997.

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   I hereby affirm that, to the best of my knowledge and belief, the information
contained herein relating to Prudential-Bache OptiMax Futures Fund, L.P. is
accurate and complete.

     SEAPORT FUTURES
     MANAGEMENT, INC.
     (General Partner)

     By: Barbara J. Brooks
     Treasurer and Chief Financial Officer
--------------------------------------------------------------------------------

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                               OTHER INFORMATION

   The actual round-turn equivalent of brokerage commissions paid per trade for
the year ended December 31, 1997 were $66.

   The Partnership's Annual Report on Form 10-K as filed with the Securities and
Exchange Commission is available to limited partners without charge upon written
request to:

        Prudential-Bache OptiMax Futures Fund, L.P.
        P.O. Box 2016
        Peck Slip Station
        New York, NY 10272-2016

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Peck Slip Station                                BULK RATE
P.O. Box 2016                                   U.S. POSTAGE
New York, NY 10272-2016                            PAID
                                               Automatic Mail
OPTIA/171976