<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 1997

                                       OR

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

For the transition period from _______________________ to ______________________

Commission file number: 0-19805

                  PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

Delaware                                        13-3577395
--------------------------------------------------------------------------------
(State or other jurisdiction          (I.R.S. Employer Identification No.)
of incorporation or organization)


One New York Plaza, 13th Floor, New York, New York
                                                10292
------------------------------------------------------------------------
(Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code: (212) 778-7866

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

                                          None
------------------------------------------------------------------------

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

                              Units of Limited Partnership Interest
------------------------------------------------------------------------
                                         (Title of class)

   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 CK  No _

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

                      DOCUMENTS INCORPORATED BY REFERENCE

      Agreement of Limited Partnership of the Registrant, dated July 12, 1990,
included as part of the Registration Statement on Form S-1 (File No. 33-36216)
filed with the Securities and Exchange Commission on August 3, 1990 pursuant to
Rule 424(b) of the Securities Act of 1933, and amended on October 3, 1990 and
November 5, 1990, is incorporated by reference into Part IV of this Annual
Report on 10-K

   Registrant's Annual Report to Limited Partners for the year ended December
31, 1997 is incorporated by reference into Parts II and IV of this Annual Report
on Form 10-K

                          Index to exhibits can be found on pages 10 through 12.
<PAGE>
                  PRUDENTIAL-BACHE OPTIMAX FUTURES FUND, L.P.
                            (a limited partnership)

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I                                                                                         PAGE
<S>        <C>                                                                                <C>
Item  1    Business.........................................................................     3
Item  2    Properties.......................................................................     4
Item  3    Legal Proceedings................................................................     4
Item  4    Submission of Matters to a Vote of Limited Partners..............................     4

PART II
Item  5    Market for the Registrant's Units and Related Limited Partner Matters............     4
Item  6    Selected Financial Data..........................................................     4
Item  7    Management's Discussion and Analysis of Financial Condition and Results of
             Operations.....................................................................     7
Item  8    Financial Statements and Supplementary Data......................................     7
Item  9    Changes in and Disagreements with Accountants on Accounting and Financial
             Disclosure.....................................................................     8

PART III
Item 10    Directors and Executive Officers of the Registrant...............................     8
Item 11    Executive Compensation...........................................................     9
Item 12    Security Ownership of Certain Beneficial Owners and Management...................     9
Item 13    Certain Relationships and Related Transactions...................................     9

PART IV
Item 14    Exhibits, Financial Statement Schedules and Reports on Form 8-K..................    10
           Financial Statements and Financial Statement Schedules...........................    10
           Exhibits.........................................................................    10
           Reports on Form 8-K..............................................................    12
SIGNATURES..................................................................................    13
</TABLE>

                                       2
<PAGE>
                                     PART I

Item 1. Business

General

   Prudential-Bache OptiMax Futures Fund, L.P. (the 'Registrant'), a Delaware
limited partnership, was formed on July 12, 1990 and will terminate on December
31, 2010 unless terminated sooner under the provisions of the Agreement of
Limited Partnership (the 'Partnership Agreement'), as amended. The Registrant
was formed to engage in speculative trading of a portfolio consisting primarily
of commodity futures, forward and options contracts. On February 15, 1991, the
Registrant 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 (the 'Class A Units' and the
'Class B Units,' and collectively, the 'Units') which resulted in net proceeds
to the Registrant of $68,609,503. The Registrant's fiscal year for book and tax
purposes ends on December 31.

   Through March 31, 1996, the Registrant maintained two classes (each a
'Class') of Units. At the inception of the Registrant, 60% of the net asset
value of the Class A Units and 100% of the net asset value of the Class B units
were allocated to commodities trading (the 'Traded Assets'). As a protective
device in conjunction with the letter of credit (see further discussion below),
the remaining 40% was placed in reserve (the 'Reserve Assets') and was not
committed to commodities trading until March 31, 1996 (the 'Capital Return
Date'). On the Capital Return Date, the letter of credit expired and the Reserve
Assets were allocated evenly to Robert M. Tamiso ('Tamiso') and Hyman Beck &
Company, Inc. ('Hyman Beck'), new independent commodities trading managers to
the Registrant.

   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.

   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. The
general partner retains the authority to override trading instructions that
violate the Registrant's trading policies.

   The Registrant is engaged solely in the business of commodity futures,
forward and options trading; therefore, presentation of industry segment
information is not applicable.

Letter of Credit

   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 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 100% 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.

General Partner

   The general partner of the Registrant is Seaport Futures Management, Inc.
(the 'General Partner'), which is an affiliate of Prudential Securities
Incorporated ('PSI'), the Registrant's commodity broker. Both the General
Partner and PSI are wholly owned subsidiaries of Prudential Securities Group
Inc. ('PSGI'). The

                                       3

<PAGE>
General Partner is required to maintain at least a one percent interest in the
Registrant as long as it is acting as the Registrant's General Partner.

Competition

   The General Partner has formed and may continue to form various entities to
engage in the speculative trading of futures, forward and options contracts
which, in part, have certain of the same investment policies as the Registrant.

   The Registrant is a closed-end fund which does not currently, and does not
intend in the future to, solicit the sale of additional units. As such, the
Registrant does not compete with other entities to attract new fund
participants. However, to the extent that the trading managers recommend similar
or identical trades to the Registrant and other accounts which they manage, the
Registrant may compete with those accounts for the execution of the same or
similar trades.

Employees

   The Registrant has no employees. Management and administrative services for
the Registrant are performed by the General Partner and its affiliates pursuant
to the Partnership Agreement. See Notes A, C and D to the Registrant's annual
report to limited partners for the year ended December 31, 1997 ('Registrant's
1997 Annual Report') which is filed as an exhibit hereto.

Item 2. Properties

   The Registrant does not own or lease any property.

Item 3. Legal Proceedings

   There are no material legal proceedings pending by or against the Registrant
or the General Partner.

Item 4. Submission of Matters to a Vote of Limited Partners

   None

                                    PART II

Item 5. Market for the Registrant's Units and Related Limited Partner Matters

   As of March 5, 1998, there were 903 holders of record owning 93,089.661
OptiMax Units which include 931.000 units of general partnership interest. A
significant secondary market for the units has not developed, and it is not
expected that one will develop in the future. There are also certain
restrictions set forth in Article XIV of the Partnership Agreement limiting the
ability of a partner to transfer units. The Partnership Agreement does, however,
provide that a limited partner may only 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.
Consequently, holders of units may not be able to liquidate their investments in
the event of an emergency or any other reason.

   There are no material restrictions upon the Registrant's present or future
ability to make distributions in accordance with the provisions of the
Partnership Agreement. No distributions have been made since inception and no
distributions are anticipated in the future.

Item 6. Selected Financial Data

   The following table presents selected financial data of the Registrant. This
data should be read in conjunction with the financial statements of the
Registrant and the notes thereto on pages 2 through 14 of the Registrant's 1997
Annual Report which is filed as an exhibit hereto.

   As more fully discussed in Item 1 Business, through March 31, 1996, limited
partners owned Class A Units and/or Class B Units and, accordingly, separate
financial data is presented for Class A Units and Class B Units through such
date. On April 1, 1996, 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 to per unit data in prior periods have been
restated. In accordance with the Partnership Agreement, combined financial

                                       4

<PAGE>
statements for the Class A and Class B Units are presented in the 'Combined
Units' columns and collectively, with the OptiMax Units, in the 'Total Units'
columns.

<TABLE>
<CAPTION>
                                                             Year ended
                                                            December 31,
                                                                1997
                                                            ------------
                                                              OptiMax
                                                               Units
                                                            ------------
<S>                                                         <C>
Net realized gain on commodity transactions..............   $ 3,646,141
                                                            ------------
                                                            ------------
Change in net unrealized gain on open commodity
  positions..............................................   $   571,523
                                                            ------------
                                                            ------------
Commissions..............................................   $ 1,191,476
                                                            ------------
                                                            ------------
Management fees..........................................   $   338,498
                                                            ------------
                                                            ------------
Incentive fees...........................................   $   609,850
                                                            ------------
                                                            ------------
Net income...............................................   $ 2,422,998
                                                            ------------
                                                            ------------
Allocation of net income
  Limited partners.......................................   $ 2,398,743
                                                            ------------
                                                            ------------
  General partners.......................................   $    24,255
                                                            ------------
                                                            ------------
Net income per weighted average OptiMax Unit.............   $     24.91
                                                            ------------
                                                            ------------
Total assets.............................................   $16,006,910
                                                            ------------
                                                            ------------
Redemptions..............................................   $ 1,135,797
                                                            ------------
                                                            ------------
Net asset value per OptiMax Unit.........................   $    167.43
                                                            ------------
                                                            ------------
</TABLE>

                                       5

<PAGE>

<TABLE>
<CAPTION>
                                                Nine Months
                                                   ended               Three Months
                                                December 31,              ended                 Year ended
                                                    1996                March 31,              December 31,
                                                ------------               1996                    1996
                                                  OptiMax       --------------------------    --------------
                                                   Units          A Units        B Units       Total Units
                                                ------------    -----------    -----------    --------------
<S>                                             <C>             <C>            <C>            <C>
Net realized gain on commodity
  transactions...............................   $ 2,787,947     $   378,211     $  83,023      $  3,249,181
                                                ------------    -----------    -----------    --------------
                                                ------------    -----------    -----------    --------------
Change in net unrealized gain on open
  commodity positions........................   $    (1,118 )   $  (308,169)    $ (67,647)     $   (376,934)
                                                ------------    -----------    -----------    --------------
                                                ------------    -----------    -----------    --------------
Commissions..................................   $   893,683     $   182,042     $  40,367      $  1,116,092
                                                ------------    -----------    -----------    --------------
                                                ------------    -----------    -----------    --------------
Management fees..............................   $   272,742     $    60,015     $  13,314      $    346,071
                                                ------------    -----------    -----------    --------------
                                                ------------    -----------    -----------    --------------
Incentive fees...............................   $   186,834     $        --     $      --      $    186,834
                                                ------------    -----------    -----------    --------------
                                                ------------    -----------    -----------    --------------
Net income (loss)............................   $ 1,651,464     $   (68,148)    $ (32,283)     $  1,551,033
                                                ------------    -----------    -----------    --------------
                                                ------------    -----------    -----------    --------------
Allocation of net income (loss)
  Limited partners...........................   $ 1,634,928     $   (65,441)    $ (30,998)     $  1,538,489
                                                ------------    -----------    -----------    --------------
                                                ------------    -----------    -----------    --------------
  General partner............................   $    16,536     $    (2,707)    $  (1,285)     $     12,544
                                                ------------    -----------    -----------    --------------
                                                ------------    -----------    -----------    --------------
Net income (loss) per weighted average
  unit.......................................   $     14.85     $      (.52)    $   (2.07)
                                                ------------    -----------    -----------
                                                ------------    -----------    -----------
Total assets.................................                                                  $ 15,537,123
                                                                                              --------------
                                                                                              --------------
Redemptions..................................   $ 2,196,879     $ 3,511,297     $ 253,459      $  5,961,635
                                                ------------    -----------    -----------    --------------
                                                ------------    -----------    -----------    --------------
Net asset value per OptiMax Unit.............                                                  $     142.51
                                                                                              --------------
                                                                                              --------------
</TABLE>

<TABLE>
<CAPTION>
                                                                  Year ended December 31, 1995
                                                            -----------------------------------------
<S>                                                         <C>            <C>            <C>
                                                                                           Combined
                                                              A Units        B Units         Units
                                                            -----------    -----------    -----------
Net realized gain on commodity transactions..............   $ 1,997,178    $   453,270    $ 2,450,448
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Change in net unrealized gain on open commodity
  positions..............................................   $  (427,620)   $   (96,372)   $  (523,992)
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Commissions..............................................   $   766,777    $   174,102    $   940,879
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Management fees..........................................   $   248,039    $    56,077    $   304,116
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Incentive fees...........................................   $    41,789    $    12,677    $    54,466
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Net income...............................................   $ 1,245,756    $   159,073    $ 1,404,829
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Allocation of net income
  Limited partners.......................................   $ 1,201,035    $   153,387    $ 1,354,422
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
  General partner........................................   $    44,721    $     5,686    $    50,407
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Net income per weighted average Unit.....................   $      8.40    $      8.70
                                                            -----------    -----------
                                                            -----------    -----------
Total assets.............................................   $17,831,277    $ 2,186,780    $20,018,057
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Redemptions..............................................   $ 3,531,189    $   503,958    $ 4,035,147
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Net asset value per Unit.................................   $    128.12    $    129.67    $    128.29
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                                  Year ended December 31, 1994
                                                            -----------------------------------------
<S>                                                         <C>            <C>            <C>
                                                                                           Combined
                                                              A Units        B Units         Units
                                                            -----------    -----------    -----------
Net realized loss on commodity transactions..............   $   (83,874)   $    (3,619)   $   (87,493)
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Change in net unrealized gain on open commodity
  positions..............................................   $  (272,248)   $   (57,849)   $  (330,097)
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Commissions..............................................   $   970,525    $   229,696    $ 1,200,221
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Management fees..........................................   $   300,290    $    71,499    $   371,789
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Incentive fees...........................................   $    58,690    $    19,015    $    77,705
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Net loss.................................................   $(1,571,227)   $  (345,683)   $(1,916,910)
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Allocation of net loss
  Limited partners.......................................   $(1,528,511)   $  (336,738)   $(1,865,249)
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
  General partner........................................   $   (42,716)   $    (8,945)   $   (51,661)
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Net loss per weighted average Unit.......................   $     (8.80)   $    (14.81)
                                                            -----------    -----------
                                                            -----------    -----------
Total assets.............................................   $20,012,993    $ 2,693,915    $22,706,908
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Redemptions..............................................   $ 4,560,017    $   656,030    $ 5,216,047
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Net asset value per Unit.................................   $    119.54    $    120.52    $    119.65
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
</TABLE>

<TABLE>
<CAPTION>
                                                                  Year ended December 31, 1993
                                                            -----------------------------------------
<S>                                                         <C>            <C>            <C>
                                                                                           Combined
                                                              A Units        B Units         Units
                                                            -----------    -----------    -----------
Net realized gain on commodity transactions..............   $ 8,455,784    $ 1,047,166    $ 9,502,950
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Change in net unrealized gain on open commodity
  positions..............................................   $   128,680    $    (3,812)   $   124,868
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Commissions..............................................   $ 2,522,002    $   289,511    $ 2,811,513
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Management fees..........................................   $   803,887    $    92,558    $   896,445
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Incentive fees...........................................   $ 1,253,063    $   158,748    $ 1,411,811
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Net income...............................................   $ 5,575,955    $   541,657    $ 6,117,612
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Allocation of net income
  Limited partners.......................................   $ 5,501,309    $   530,506    $ 6,031,815
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
  General partner........................................   $    74,646    $    11,151    $    85,797
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Net income per weighted average Unit.....................   $     13.05    $     19.36
                                                            -----------    -----------
                                                            -----------    -----------
Total assets.............................................   $52,160,909    $ 3,486,430    $55,647,339
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Redemptions..............................................   $33,187,449    $   884,602    $34,072,051
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
Net asset value per Unit.................................   $    127.73    $    134.92    $    128.55
                                                            -----------    -----------    -----------
                                                            -----------    -----------    -----------
</TABLE>

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

   This information is incorporated by reference to pages 15 through 17 of the
Registrant's 1997 Annual Report which is filed as an exhibit hereto.

Item 8. Financial Statements and Supplementary Data

   The financial statements are incorporated by reference to pages 2 through 14
of the Registrant's 1997 Annual Report which is filed as an exhibit hereto.

                                       7

<PAGE>
   Supplementary data specified by Item 302 of Regulation S-K (selected
quarterly financial data) is not applicable.

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

   Reference is made to the Registrant's Current Report on Form 8-K dated May
14, 1996, as filed with the Securities and Exchange Commission on May 16, 1996
regarding the change in the Registrant's certifying accountant from Deloitte &
Touche LLP to Price Waterhouse LLP.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

   There are no directors or executive officers of the Registrant. The
Registrant is managed by the General Partner.

   The General Partner's directors and executive officers, and any persons
holding more than 10% of the Registrant's units ('Ten Percent Owners') are
required to report their initial ownership of such units and any subsequent
changes in that ownership to the Securities and Exchange Commission on Forms 3,
4 or 5. Such executive officers, directors and Ten Percent Owners are required
by Securities and Exchange Commission regulations to furnish the Registrant with
copies of all Forms 3, 4 and 5 they file. All of these filing requirements were
satisfied on a timely basis. In making these disclosures, the Registrant has
relied solely on written representations of the General Partner's directors and
executive officers or copies of the reports that they have filed with the
Securities and Exchange Commission during and with respect to its most recent
fiscal year.

   The directors and executive officers of Seaport Futures Management, Inc. and
their positions with respect to the Registrant are as follows:

            Name                                      Position
Thomas M. Lane, Jr.             President and Director
Barbara J. Brooks               Treasurer and Chief Financial Officer
Steven Carlino                  Vice President and Chief Accounting Officer
A. Laurence Norton, Jr.         Director
Guy S. Scarpaci                 Director

THOMAS M. LANE, JR., age 49, is the President and a Director of Seaport Futures
Management, Inc. He is also the President and Director of Prudential Securities
Futures Management Inc. Mr. Lane has been a Senior Vice President of Futures
Sales and Execution Services in the Futures Division since joining PSI in
September 1995. Prior to joining PSI, Mr. Lane was employed by Merrill Lynch as
the Vice President of Group Future Sales and Marketing from November 1983 until
September 1995, and prior to that, Imperial Chemical as a Marketing Manager.

BARBARA J. BROOKS, age 49, is the Treasurer and Chief Financial Officer of
Seaport Futures Management, Inc. She is a Senior Vice President of PSI. She is
also the Treasurer and Chief Financial Officer of Prudential Securities Futures
Management Inc. and serves in various capacities for other affiliated companies.
She has held several positions within PSI since April 1983. Ms. Brooks is a
certified public accountant.

STEVEN CARLINO, age 34, is a Vice President of Seaport Futures Management, Inc.
He is a First Vice President of PSI. He is also a Vice President of Prudential
Securities Futures Management Inc. and serves in various capacities for other
affiliated companies. Prior to joining PSI in October 1992, he was with Ernst &
Young for six years. Mr. Carlino is a certified public accountant.

A. LAURENCE NORTON, JR., age 59, is a Director of Seaport Futures Management,
Inc. He is an Executive Vice President of PSI and head of its Futures Division.
He is also a Director of Prudential Securities Futures Management Inc. Most
recently, he held the position of Executive Director of Retail Development and
Retail

                                       8

<PAGE>
Strategies at Prudential Securities Incorporated. Prior to joining PSI in 1991,
Mr. Norton was a Senior Vice President and Branch Manager of Shearson Lehman
Brothers.

GUY S. SCARPACI, age 51, is a Director of Seaport Futures Management, Inc. He is
a First Vice President of the Futures Division of PSI. He is also a Director of
Prudential Securities Futures Management Inc. Mr. Scarpaci has been employed by
PSI in positions of increasing responsibility since August 1974.

   During December 1997, Thomas M. Lane, Jr. replaced James M. Kelso as
President and Director of Seaport Futures Management, Inc.

   There are no family relationships among any of the foregoing directors or
executive officers. All of the foregoing directors and/or executive officers
have indefinite terms.

Item 11. Executive Compensation

   The Registrant does not pay or accrue any fees, salaries or any other form of
compensation to directors and officers of the General Partner for their
services. Certain directors and officers of the General Partner receive
compensation from affiliates of the General Partner, not from the Registrant,
for services performed for various affiliated entities, which may include
services performed for the Registrant; however, the General Partner believes
that any compensation attributable to services performed for the Registrant is
immaterial. (See also Item 13, Certain Relationships and Related Transactions,
for information regarding compensation to the General Partner.)

Item 12. Security Ownership of Certain Beneficial Owners and Management

   As of March 5, 1998, no director or officer of the General Partner owns
directly or beneficially any interest in the voting securities of the General
Partner.

   As of March 5, 1998, no director or officer of the General Partner owns
directly or beneficially any of the units issued by the Registrant.

   As of March 5, 1998, one owner of limited partnership units beneficially owns
more than five percent of the limited partnership units of the Registrant as
follows:

<TABLE>
<CAPTION>
                                 Name and Address                  Amount
                                        of                     and Nature of            Percent of
     Title of Class              Beneficial Owner           Beneficial Ownership           Class
------------------------     ------------------------     ------------------------      -----------
<S>                          <C>                          <C>                           <C>
Units of Limited             Dr. Hugo Rene Gonzalez            7,360 OptiMax Units          8%
Partnership Interest         13125 East Freeway
                             Houston, Texas
                             77015-5803
</TABLE>

Item 13. Certain Relationships and Related Transactions

   The Registrant has and will continue to have certain relationships with the
General Partner and its affiliates. However, there have been no direct financial
transactions between the Registrant and the directors or officers of the General
Partner.

   Reference is made to Notes A, C and D to the financial statements of the
Registrant's 1997 Annual Report which is filed as an exhibit hereto, which
identify the related parties and discuss the services provided by these parties
and the amounts paid or payable for their services.

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                                    PART IV

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<CAPTION>
                                                                                          Page in
                                                                                       Annual Report
<S>    <C>  <C>                                                                       <C>
Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      1. Financial Statements and Report of Independent
            Accountants--incorporated by reference to the Registrant's 1997 Annual
            Report which is filed as an exhibit hereto
            Reports of Independent Accountants:
            Report of Independent Accountants at December 31, 1997 and 1996 and for
            the years then ended                                                             2
            Independent Auditors' Report for the year ended December 31, 1995               2A
            Financial Statements:
            Statements of Financial Condition--December 31, 1997 and 1996                    3
            Statements of Operations--Three years ended December 31, 1997                    4
            Schedule to Statements of Operations--Two years ended December 31, 1996          5
            Statements of Changes in Partners' Capital--Three years ended December
            31, 1997                                                                         6
            Notes to Financial Statements                                                    8
         2. Financial Statement Schedules
            All schedules have been omitted because they are not applicable or the
            required information is included in the financial statements or notes
            thereto.
         3. Exhibits
1.1         Underwriting Agreement, dated November 5, 1990, between the Registrant,
            Seaport Futures Management, Inc. and Prudential-Bache Securities Inc.
            (incorporated by reference to Exhibit 1.1 of the Registrant's Annual
            Report to Limited Partners for the year ended December 31, 1990 on Form
            10-K)
3.1         Agreement of Limited Partnership of the Registrant, dated as of
and         November 5, 1990, as amended (incorporated by reference to Exhibit A to
4.1         the Registrant's Registration Statement on Form S-1, File No. 33-36216)
4.2         Subscription Agreement (incorporated by reference to Exhibit E to the
            Registrant's Registration Statement on Form S-1, File No. 33-36216)
4.3         Request for Redemption (incorporated by reference to Exhibit B to the
            Registrant's Registration Statement on Form S-1, File No. 33-36216)
4.4         Request for Exchange (incorporated by reference to Exhibit B to the
            Registrant's Registration Statement on Form S-1, File No. 33-36216)
10.1        Escrow Agreement, dated November 5, 1990 among the Registrant, Seaport
            Futures Management, Inc., Prudential-Bache Securities Inc. and Bankers
            Trust Company (incorporated by reference to Exhibit 10.1 of the
            Registrant's Annual Report to Limited Partners on Form 10-K for the
            year ended December 31, 1990)
10.2        Brokerage Agreement dated February 15, 1991 between the Registrant and
            Prudential-Bache Securities Inc. (incorporated by reference to Exhibit
            10.2 of the Registrant's Annual Report to Limited Partners on Form 10-K
            for the year ended December 31, 1990)
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                                       10

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<S>    <C>  <C>                                                                       <C>
10.3        Advisory Agreement dated November 5, 1990 among the Registrant, Seaport
            Futures Management, Inc., Campbell & Company Management, Inc., Chesa-
            peake Capital Corporation and Reynwood Trading Corporation
            (incorporated by reference to Exhibit 10.3 of the Registrant's Annual
            Report to Limited Partners on Form 10-K for the year ended December 31,
            1990)
10.5        Representation Agreement Concerning the Registration Statement and the
            Prospectus, dated November 5, 1990 among the Registrant, Seaport
            Futures Management, Inc., Prudential-Bache Securities Inc., Campbell &
            Company, Inc., Chesapeake Capital Corporation and Reynwood Trading
            Corporation (incorporated by reference to Exhibit 10.5 of the
            Registrant's Annual Report to Limited Partners on Form 10-K for the
            year ended December 31, 1990)
10.6        Net Worth Agreement, dated November 5, 1990 between Seaport Futures
            Management, Inc. and Prudential Securities Group Inc. (incorporated by
            reference to Exhibit 10.6 of the Registrant's Annual Report to Limited
            Partners on Form 10-K for the year ended December 31, 1990)
10.7        Letter of Credit and Reimbursement Agreement dated November 5, 1990 be-
            tween the Registrant, Seaport Futures Management, Inc., Prudential
            Securities Group Inc. and Citibank, N.A. (incorporated by reference to
            Exhibit 10.7 of the Registrant's Annual Report to Limited Partners on
            Form 10-K for the year ended December 31, 1990)
10.8        Secured Demand Note Collateral Agreement dated February 15, 1991
            between Seaport Futures Management, Inc. and Prudential Securities
            Group Inc. (incorporated by reference to Exhibit 10.8 of the
            Registrant's Annual Report to Limited Partners on Form 10-K for the
            year ended December 31, 1990)
10.9        Amendment No. 1 to Letter of Credit and Reimbursement Agreement dated
            March 28, 1991 between the Registrant, Seaport Futures Management,
            Inc., Prudential Securities Group Inc. and Citibank, N.A. (incorporated
            by reference to Exhibit 10 of the Quarterly Report on Form 10-Q for the
            period ended March 31, 1993)
10.10       Amendment No. 2 to Letter of Credit and Reimbursement Agreement dated
            April 15, 1993 between the Registrant, Citibank, N.A., Seaport Futures
            Management, Inc. and Prudential Securities Group Inc. (incorporated by
            reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form
            10-Q for the period ended March 31, 1993)
10.11       Addendum to Advisory Agreement dated December 1, 1994 between the
            Registrant, Seaport Futures Management, Inc. and Chesapeake Capital
            Corporation (incorporated by reference to Exhibit 10.11 of the
            Registrant's Quarterly Report on Form 10-Q for the period ended June
            30, 1995)
10.12       Advisory Agreement dated July 17, 1995 between the Registrant, Seaport
            Futures Management, Inc. and Willowbridge Associates Inc. (incorporated
            by reference to Exhibit 10.12 of the Registrant's Quarterly Report on
            Form 10-Q for the period ended June 30, 1995)
10.13       Advisory Agreement dated April 1, 1996 between the Registrant, Seaport
            Futures Management, Inc. and Robert M. Tamiso (incorporated by
            reference to Exhibit 10.13 of the Registrant's Quarterly Report on Form
            10-Q for the period ended March 31, 1996)
10.14       Advisory Agreement dated April 1, 1996 between the Registrant, Seaport
            Futures Management, Inc. and Hyman Beck & Company, Inc. (incorporated
            by reference to Exhibit 10.14 of the Registrant's Quarterly Report on
            Form 10-Q for the period ended March 31, 1996)
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                                       11

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<S>    <C>  <C>                                                                       <C>
10.15       Form of Foreign Currency Addendum to Brokerage Agreement between the
            Registrant and Prudential Securities Incorporated (incorporated by
            reference to Exhibit 10.15 of the Registrant's Quarterly Report on Form
            10-Q for the period ended March 31, 1996)
10.16       Advisory Agreement dated May 15, 1997 between the Registrant, Seaport
            Futures Management, Inc. and Eagle Trading Systems, Inc. (incorporated
            by reference to Exhibit 10.16 of the Registrant's Quarterly Report on
            Form 10-Q for the period ended March 31, 1997)
13          Registrant's 1997 Annual Report (with the exception of the information
            and data incorporated by reference in Items 7 and 8 of this Annual
            Report on Form 10-K, no other information or data appearing in the
            Registrant's 1997 Annual Report is to be deemed filed as part of this
            report) (filed herewith)
16.1        Letter dated May 15, 1996 from Deloitte & Touche LLP to the Securities
            and Exchange Commission regarding change in certifying accountant
            (incorporated by reference to Exhibit 16.1 of the Registrant's Current
            Report on Form 8-K dated May 14, 1996)
27          Financial Data Schedule (filed herewith)
(b)         Reports on Form 8-K
            No reports on Form 8-K were filed during the last quarter of the period
            covered by this report.
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<PAGE>
                                   SIGNATURES

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

Prudential-Bache OptiMax Futures Fund, L.P.

By: Seaport Futures Management, Inc.
    A Delaware corporation, General Partner

    By: /s/ Steven Carlino                               Date: March 30, 1998
    -----------------------------------------------
    Steven Carlino
    Vice President and Chief Accounting Officer

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities (with respect to the General Partner) and on
the dates indicated.

By: Seaport Futures Management, Inc.
    A Delaware corporation, General Partner

     By: /s/ Thomas M. Lane, Jr.                        Date: March 30, 1998
     --------------------------------------------
     Thomas M. Lane, Jr.
     President and Director

     By: /s/ Barbara J. Brooks                          Date: March 30, 1998
     --------------------------------------------
     Barbara J. Brooks
     Treasurer and Chief Financial Officer

     By: /s/ Steven Carlino                             Date: March 30, 1998
     -------------------------------------------
     Steven Carlino
     Vice President

     By:                                                Date: March   , 1998
     --------------------------------------------
     A. Laurence Norton, Jr.
     Director
     By: /s/ Guy S. Scarpaci                            Date: March 30, 1998
     --------------------------------------------
     Guy S. Scarpaci
     Director

                                       13