UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


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

For the quarterly period ended      March 31, 2002
                                    --------------

Commission File number:   333-64718

                      HANSEATIC DISCRETIONARY POOL, L.L.C.
             (Exact Name of Registrant as specified in its charter)

       Oklahoma                        6200                     11-3455001
State of Organization)  (Primary Standard Industrial   I.R.S. Employer I.D. No.
                         Classification Code Number)

                             9925 South Pennsylvania
                                    Suite 110
                          Oklahoma City, Oklahoma 73159
                                 (405) 691-2793
                           (405) 691-6124 (Facsimile)

               (Address, including zip code and telephone number,
              including area code of Registrant's principal office)



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,  and (2) has been subject to such filing  requirements
for the past 90 days.
                                Yes [ X ] No [ ]

                           Total number of Pages: 13



<PAGE>


                         PART I - FINANCIAL INFORMATION


Item 1.        Financial Statements

The following unaudited financial statements of Hanseatic Discretionary Pool,
L.L.C. are included in Item 1:

        Balance Sheet as of March 31, 2002 and
            March 31, 2001 (Unaudited)

        Statements of  Operations  for the Three Months Ended March 31, 2002 and
            March 31, 2001 (Unaudited)

        Statements of Cash Flows for the Three Months Ended
            March 31, 2002 and March 31, 2001 (Unaudited)

        Statements of Changes in Members' Equity for the Three Months Ended
            March 31, 2002 and March 31, 2001 (Unaudited)




<PAGE>


                      Hanseatic Discretionary Pool, L.L.C.
                            Balance Sheet (Unaudited)
                     As of March 31, 2002 and March 31, 2001


                                                       31-Mar-02       31-Mar-01
                                                       ---------       ---------
Assets:

Cash and short term marketable securities             $   96,233     $  237,750
Deposits with clearing broker                          2,847,888      3,909,235
Interest Receivable                                        2,205          4,586
Prepaid Expenses                                           3,000              0
                                                      ----------     ----------
Total Assets                                          $2,949,326     $4,151,571

Liabilities:

Redemptions Payable                                   $   63,485     $  136,656
Subscriptions Pending                                          0          1,138
Net asset fees payable                                     4,912          6,910
Operating Expenses payable                                   809          2,580
CPO trailer commissions payable                           11,814         17,321
Incentive Fees Payable                                         0              0
                                                      ----------     ----------
Total Liabilities                                     $   81,020     $  164,605

Member's Equity (Units redeemable at the option
  of the unit holder)

Manager (416 units at 3/31/02 and 416 units at        $   44,596     $   45,616
  3/31/01)
Members (26,357 units at 3/31/02 and 35,9679 units     2,823,710      3,941,350
  at 3/31/01)                                         ----------     ----------

Total member's equity                                $2,868,306      $3,986,966

Total liabilities & member's equity                  $2,949,326      $4,151,571
                                                     ==========      ==========



Please see the notes to these financial statements


<PAGE>

                        Hanseatic Discretionary Pool, L.L.C.
                         Statement of Operations (Unaudited)
              For the Quarter Ended March 31, 2002 and March 31, 2001


                                                       31-Mar-02      31-Mar-01
                                                       ---------      ---------

Revenues:
Gross realizes trading gains (losses)                 $ (  6,076)    $  917,172
Change in open trade equity gain (loss)                 ( 22,714)      (237,868)
                                                      -----------     ----------
Total gain (loss) from trading                          ( 28,790)       679,304

Less cost of revenues:
Incentive fees                                        $        0     $ (131,058)
Commission expense                                      (  7,250)      ( 25,086)
                                                      -----------     ----------
Gross margin (deficit) on trading activities            ( 36,040)       523,160

dministration expenses:

Net asset fees                                            16,498         23,313
Trailer commission                                        40,764         23,838
Operating expenses                                         6,628              0
                                                     -----------     ----------
Total administrative expenses                             63,890         47,151

Income (loss) from operations                           ( 99,930)       476,009

Other income (expense):

Interest income                                            8,934         48,975
Currency conversion                                       (4,482)      (    177)
Interest fee expense paid to CPO                               0       ( 48,975)
                                                      -----------     ----------
Net income/loss before provision for income taxes       ( 95,478)       475,832

Provision for income taxes                                     0              0
                                                      -----------     ----------

Net income (loss) available to members                  ( 95,478)       475,832
                                                      ===========     ==========

Net income (loss) per unit                            $   ( 3.33)    $    14.86

Weighted average of units outstanding                     28,630         32,011



Please see the notes to these financial statements.


<PAGE>

                      Hanseatic Discretionary Pool, L.L.C.
                       Statement of Cash Flows (Unaudited)
           For the Quarter Ended March 31, 2002 and March 31, 2001

                                                        31-Mar-02     31-Mar-01
                                                      ------------   ----------
Cash flows from (for) operating activities:

  Net income (loss0 available to members              $(   95,478)   $  475,832

  Changes in other operating assets and
    liabilities:

  Clearing broker deposits                              1,061,347    (1,662,091)
  Interest receivable                                       2,381    (    4,182)
  Commissions receivable                               (    3,000)          844
  Trailer Commissions payable                          (    5,507)            0
  Operating Expenses payable                           (    1,771)            0
  Net asset fees payable                               (    1,998)        2,690
  Incentive fees payable                                        0    (   61,676)
  Interest fees payable to CPO                                  0         4,509
                                                     ------------    ----------
Net cash provided (used) by operating activities          955,974    (1,244,074)

Cash flows from (for) financing activities:

  Subscriptions                                            79,138     1,652,499
  Subscriptions pending                                (    1,138)    1,505,415
  Redemptions                                          (1,175,491)   (  436,569)
                                                      ------------   ----------
Net cash provided (used) by financing activities       (1,097,491)    2,721,345

Net change in cash position                            (  141,517)    1,477,271

Cash balance at beginning of the period                   237,750       299,400
                                                     ------------    ----------
Cash balance at end of the period                     $    99,233    $1,776,671

Supplemental disclosures of cash flow information:
  Interest fees paid to CPO during period             $         0    $   48,975
  Income taxes paid during the period                 $         0    $        0



Please see the notes to these financial statements


<PAGE>


                      Hanseatic Discretionary Pool, L.L.C.
               Statement of Changes in Members' Equity (Unaudited)
                    From January 1, 2002 to December 31, 2002

                                              Members'     Units       Net Asset
                                              Equity    Outstanding    per unit
                                             --------   -----------    ---------
Net asset value at January 1, 2002         $3,986,966        36,318     $   110

   Subscriptions                               79,138           743

   Redemptions                             (1,102,320)     ( 10,353)

   Net income                              (   95,478)
                                          -----------   -----------    --------

Net asset value at March 31, 2002          $2,868,306        26,773     $   107
                                          ===========       =======    ========


Please see the notes to these financial statements




<PAGE>

Hanseatic Discretionary Pool, L.L.C.
Unaudited Notes to the Financial Statements
For the Period Ended March 31, 2002


Note 1.  Organization and Summary of Significant Accounting Policies

The  Hanseatic  Discretionary  Pool,  LLC (the  "fund")  is a limited  liability
company  organized under the laws of the state of New York in September 1998. In
July 2000, the state of organization of the Pool was moved to Oklahoma. The fund
is operated by Pool Management Services, Inc., a commodity fund operator (member
of the National  Futures  Association and registered with the Commodity  Futures
Trading  Commission).  The Fund may and does use funds that are combined for the
purpose of speculative trading in commodity futures and option contracts.

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

Cash & short term  deposits:  For the  purposes of the  statement of cash flows,
cash  includes cash deposits and short term  securities  with maturity  dates of
less than three months from the date of the financial statements.

Revenue  Recognition:  Gross realized  trading gains or losses are recognized on
the trade  date.  Positions  open at period end are  marked to market  using the
closing settlement price at period end and are included in changes in open trade
equity.

Commission expenses:  Prior to April 2001, the commissions expense on each round
turn trade  executed  was capped at $30 per round  turn,  inclusive  of all fees
charged by the Fund's clearing  futures  commission  merchant.  In the event the
Fund paid a commission  fee in excess of $30 per round turn,  the Fund's manager
reimbursed the excess.

In April  2001,  the fee  structure  of the Fund was  amended  so that  Fund was
charged an annual fixed  commission  rate of 5.8% of the Fund's net asset value,
paid  monthly  at a rate of  .41667%.  The 5.8%  annual  fixed  commission  rate
included a trailer  commission of approximately  4.0% annually (pad monthly at a
rate of .33333%) of the Fund's net asset value.

Net Asset Fees: The Fund's manager  charges a monthly net asset fee of .1667% of
the Fund's  net asset  value.  Upon  collecting  the net asset  fee,  the Fund's
Manager pays the entirety of the net asset fee to  Hanseatic  Group,  the Fund's
Trading Advisor.

Incentive  fees: The Fund's  manager  charges an incentive fee of 10% on the new
net trading profits of the Fund, calculated on a quarterly basis.  Additionally,
the Fund's Commodity  Trading Advisor charges an incentive fee of 10% on the new
net trading profits of the Fund, calculated on a quarterly basis.

Currency  conversion:   The  Fund  applies  Statement  of  Financial  Accounting
Standards (SFAS) No. 52, Foreign Currency  Translation.  Accordingly,  the gains
and losses on speculative  trading transacted in a foreign currency are included
in the statement of operations in total  revenues or losses from trading.  Gains
or losses from currency


<PAGE>


conversion  arise  when gains or losses  from  trading  transacted  in a foreign
currency are converted to U.S. dollars.  These gains or losses are determined by
the difference between the foreign currency rate in effect at the opening of the
speculative  transaction in a foreign  currency and the repatriation of funds to
U.S. dollars.

Income  Taxes-  The Fund has  elected  to be taxed as a  partnership  under  the
Internal Revenue Service Code.  Accordingly,  the individual members of the Fund
report the Fund's taxable income.

Note 2. Allocation of Net Income

The net  income  or  loss of the  Fund is  allocated  to the  participants  on a
pro-rata monthly basis based upon each partner's weighted  percentage  ownership
during the month.

Note 3. Financial  Instruments with Off-Balance Sheet Risk and Concentrations of
Credit Risk

The Fund engages in speculative  trading in exchange  traded futures and options
contracts  that involve  varying  degrees of market and credit risk that exposes
the Fund to risk of loss that may be in excess of the amounts  presented  in the
balance  sheet.  Market  risks may arise from  unfavorable  changes in  interest
rates,  foreign  exchange  rates,  or  the  market  values  of  the  instruments
underlying the futures and options contracts.  All contract positions are stated
at fair value and those values are  reflected  in total  revenue from trading in
the statement of operations.

The value of Fund's  assets may have changed  significantly  by the date of this
report due to changes in market prices for the contracts open at March 31, 2002.

The Fund is exposed to credit risk,  in the event of  nonperformance  by counter
parties  to  financial   instruments.   The  credit  risk  from  counter   party
nonperformance associated with these financial instruments is the net unrealized
gain, if any included in the statement of operations. The Fund seeks to mitigate
credit risk by conducting transactions in designated exchange traded futures and
options  contracts.  The Fund does not participate in "over the counter" trading
in futures and option contracts.  As opposed to "over the counter" trading,  the
counter  party to all  contracts is the clearing  exchange  and  performance  is
guaranteed by the full membership of the exchange.

The Fund seeks to control  market  risk by  monitoring  all open  positions  for
adverse changes in market price on a real time basis. The Fund places protective
stop orders and, in some cases,  defensive  hedge  positions in order to protect
Fund assets.


Note 4. Other Concentrations of Credit Risk

The Fund has a  substantial  portion of its assets on deposit  with the clearing
futures commission merchant. The Fund's assets are commingled with the assets of
other  unrelated   entities  with  similar  deposits  at  the  clearing  futures
commission  merchant.  In the event of the  insolvency  of the clearing  futures
commission merchant,  recovery of the Fund's assets may be limited to a pro rata
share  of  available  funds on  deposit  with the  clearing  futures  commission
merchant.


<PAGE>

Note 5. Related Party Transactions

The Fund's manager receives a net asset fee, which it pays, in its entirety,  to
the Fund's  Commodity  Trading  Advisor.  The  Fund's  manager  also  receives a
quarterly incentive fee.

Note 6. Change in Fund's Fee Structure

In March 2001,  the  compensation  structure of the Fund was amended.  Under the
terms of the new compensation structure, the Fund's manager no longer receives a
portion of the commission charged to the Fund by the clearing futures commission
merchant on trades  transacted.  Instead the Fund's  manager  receives a trailer
commission  that is part of the 5.8%  annual  fixed  commission  fee paid by the
fund. The Fund's manager receives the trailer  commission in addition to the net
asset fee and incentive fees described in Note 1.

The amount of the trailer commission paid to the Fund's manager is approximately
4% per annum. The trailer  commission is equal to: the 5.8% fixed commission fee
(payable monthly),  less the commissions and other per trade fees charged by the
Fund's clearing  futures  commission  merchant.  The trailer  commission is then
reduced by: 1) commissions  and/or trailer  commissions  paid to selling agents,
and 2) Any of the Fund's operating expenses that exceed 1% of the annual average
net asset value of the Fund.

Additionally, after March 2001 the interest income earned on Fund assets were no
longer paid to the Fund's manager, but instead accrued to the Fund.

Note 7. Net Income Per Unit

The  Company  calculates  net income per unit based on the  weighted  average of
membership  units  outstanding  during  the  fiscal  year.  There  are no  other
financial  instruments  outstanding that are convertible into units at March 31,
2002.

Note 8. Redemptions

Members  may  redeem  any part or all of their  units in the fund  upon  written
notice  on or before  the  close of  business  of the last  business  day of any
calendar month. The redemption  amount will be based upon the net asset value of
the units of membership  interest as calculated at the end of the month in which
the redemption request is received.  Redemptions may not be granted in the event
the Fund does not have enough liquid assets to pay the redemption.

Units  redeemed  within the first six months  following  the  effective  date of
subscription  are charged a 4% early  withdrawal  fee.  Units that are  redeemed
between  the 6th  month  and the 12th  month  following  the  effective  date of
subscription are charged a 3% early withdrawal fee.

Note 9. Net Asset Value per Unit

Net Asset Value per unit is  calculated by  dividing  the Net Asset Value of the
Fund at the end of the reporting period by the number of fund units  outstanding
at the end of the reporting period.

The Net Asset Value of the fund is equal to: Existing fund cash funds,  plus any
new additions of cash funds, plus or minus profits or losses from closed trades,
plus or minus profits or losses from trades currently open, less commission fees
(inclusive of


<PAGE>

all  transaction  fees),  plus or minus any gains or losses in the conversion of
foreign currency,  less net asset fees, less operating  expenses,  plus interest
income.


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.


The Fund is a limited liability  company.  The Fund is operated by it's Manager,
Pool Management  Services,  Inc. ("PMSI").  PMSI is a commodity pool operator, a
member of the National  Futures  Association  and registered  with the Commodity
Futures Trading Commission. As a commodity pool, the Fund may use funds that are
combined for the purpose of trading futures and commodity option contracts.

General Statement: Factors that may affect future results

With  the  exception  of  historical  information,   the  matters  discussed  in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  and elsewhere in this  quarterly  report  contains  forward  looking
statements under the 1995 Private Securities  Litigation Reform Act that involve
various risks and  uncertainties.  Typically,  these statements are indicated by
words  such as  "anticipates",  "expects",  "believes",  "plans",  "could",  and
similar words and phrases. Factors that could cause the Fund's actual results to
differ  materially  from  management's  projections,  forecasts,  estimates  and
expectations include but are not limited to the following:

     o    Unexpected global economic changes.

     o    The imposition of new  restrictions or regulations by contract markets
          or government agencies that affect the Fund's trading activities.

To the extent  possible,  the following  discussion  will  highlight the trading
activities of the Fund.  The amounts  discussed have been rounded to the nearest
thousandth.

Results of Operations

For the three months ended March 31, 2002

Trading  Revenues  Realized By The Fund:  During the first three months of 2001,
the Fund's gross trading  revenues were a loss of $81,287  compared to a gain of
$655,289 for the first quarter of 2001. The difference in performance  came as a
result of more difficult market conditions during the first quarter of 2002.
         At times,  market conditions are more favorable for Hanseatic's trading
models than at other times.  When market  conditions are more favorable,  as was
the case during the first quarter of 2001, more profitable results are achieved.
During the first quarter of 2002, market conditions were less favorable (as they
relate to Hanseatic's trading models). Thus the Fund realized trading losses.
         The primary  factor that  influences the  profitability  of Hanseatic's
trading models is the degree of choppiness, volatility and continuity in the way
the markets trade.  When markets are less choppy and volatile and price movement
is  more  continuous,   Hanseatic's   trading  models  typically   perform  more
profitably.  Conversely,  more  choppiness and  volatility  and less  continuous
market activity is less favorable for the  profitability of Hanseatic's  trading
models.

<PAGE>


Net Asset  Fees Paid By The Fund:  During  the first  quarters  of both 2001 and
2002, the Fund's  Commodity  Trading  Advisor charged a monthly net asset fee of
..16667% of the Fund's net asset value for the  administration of trading for the
Fund.

During the first quarter of 2001, these fees totaled  $23,313.  During the first
quarter of 2002, these fees totaled $16,498.

         The reason for the decrease in the net asset fees during from the first
quarter of 2001 to the first  quarter of 2002 was the  decrease in the net asset
value of the fund that  occurred in the year  separating  the two  periods.  The
lower the total net asset  value of the fund,  the lower the net asset fees will
be.

Interest  Income Earned By The Fund:  During the first three months of 2001, the
Fund's  manager was paid all of the interest  income earned on Fund assets.  The
manager received this fee as compensation for its  administration  of the Fund's
affairs and as  reimbursement  for the manager's  payment of all Fund  operating
expenses (such as rent,  phones,  postage,  legal and  professional  fees, etc).
During the first three months of 2001, the interest totaled $47,975.

Commencing in April, 2001,  interest income earned on Fund assets have inured to
the benefit of the Fund.  Interest  income for the first quarter of 2002 totaled
$8,934.

On a proportionate  basis, there was a decrease in the amount of interest Income
during the first three months of 2002. The decrease is largely attributed to the
decrease in the Fund's net asset  value.  The lower the Fund's net asset  value,
the  fewer  assets  were  available  to earn  interest.  This  resulted  in less
proportionate interest income being earned by the Fund.

Overall  Performance  Results:  Income from  operations  in the first quarter of
2002, after deducting net asset fees, commissions, and incentive fees was a loss
of $99,930.  That  compares  with a profit of $476,009 for the first  quarter of
2001.

The Net Loss available to members from  operations for the first quarter of 2002
was $95,478.  That compares to a Net Profit available to members of $475,832 for
the first quarter of 2001

After adding other commission  rebates and a loss recognized on converting funds
used to margin  contracts traded in foreign currency back to U.S. base currency,
the Fund experienced net loss in first quarter of 2002 of $95,476. For the first
three months of 2001, the Fund realized a net gain of $500,918.

On a per unit basis,  the Fund lost $3.33 per unit in the first  quarter of 2002
as compared to a profit of $14.86 per unit in first quarter of 2001.

Overall, the loss from operations for first quarter of 2002 compared to the gain
from  operations for first quarter of 2001 is largely  attributable to the shift
from trading gains in the first quarter of 2001 to trading losses in 2002.

Discussion of Financial Condition: Liquidity and Capital Resources

At March 31, 2002 total member equity was  $2,822,652  compared to $5,391,675 at
March 31, 2001, a decrease of 119.1%. The decrease in total member equity can be
attributed to two factors:



<PAGE>

1. The net of amount of redemptions  exceeded the amount of subscriptions during
the  year  between  the  two  quarters.   During  the  first  quarter  of  2002,
73.396470989966 units were issued for subscription  proceeds of $79,138.  During
that same time, the Fund redeemed 592.582291399735 units for $1,102,320. The net
of redemptions over subscriptions was approximately $1,023,182

2. The fund sustained losses from trading and operations during the year between
the two  quarters,  as well as during the first  quarter  of 2002.  In the first
quarter of 2002,  the fund  sustained a net loss from trading and  operations of
$95,457.  During the first quarter of 2001,  the fund realized a net profit from
trading and operations of $500,918.

The cash  balance  at the end of the  period  was  $96,233  at March  31,  2002,
compared with  $1,776,671 at March 31, 2001.  The Fund  deposited  approximately
$320,832 with the clearing FCM during the first quarter of 2002.

                            PART II-OTHER INFORMATION

Item 1.        Legal Proceedings.

               None

Item 2.        Changes in Securities

               None

Item 3.        Defaults Upon Senior Securities

               Not applicable.

Item 4.        Submissions of Matters to a vote of Security Holders.

               None

Item 5.        Other Information

               None

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

               None

               There are no exhibits to this Form 10-QSB.


<PAGE>


PART III

Item 1.  INDEX TO EXHIBITS

Sequentially
Numbered
Page        Exhibit No. Exhibit
----------  ----------  -------

            3(i)        Form of Certificate of Limited liability company
                        interests*
            3(ii)       Operating Agreement, as amended, dated November 30,2001*
            10(i)       Advisory Agreement between Hanseatic Corporation and
                        Hanseatic Discretionary Pool, L.L.C.*
            10(ii)      Amended Advisory Agreement*

*    Heretofore filed as an exhibit to the registrant's  registration  statement
     on Form SB-2,  (Commission  File No. 333-64718)  and  incorporated  by this
     reference.

                                   SIGNATURES

        In  accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the Fund in the  capacities  indicated on
May 8, 2002.

                                    HANSEATIC DISCRETIONARY POOL, L.L.C.

                                    By:  POOL MANAGEMENT SERVICES, INC.
                                         Managing Member

                                    By:  /s/ Randall L. Shell
                                         ---------------------------
                                         Vice President

Signature                 Capacity                             Date
----------------------    -------------------------       --------------


/s/ Simcha Bluth          President, Director              May 8, 2002
----------------------    of the Managing Member
Simcha Bluth


/s/ Randall L. Shell      Chief Operating Officer,         May 8, 2002
----------------------    Chief Financial and
Randall L. Shell          Accounting Officer,
                          Director of the Managing
                          Member