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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K



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(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, 2003



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
|- | ----------------------------------------------------------------------------------------------------------



For the transition period from
 to



Commission file number 333-52543



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Tudor Fund For Employees L.P.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                    
|-------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                       |  | 13-3543779                         
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S Employer Identification No.)
|                                                               | 
|1275 King Street, Greenwich, Connecticut                       |  | 06831                              
|(Address of principal executive offices)                       |  | (Zip code)                         



Registrants
telephone number, including area code (203) 863-6700



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



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered
|N/A                 |  | N/A                                      



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



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N/A

(Title of class)



N/A

(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  x    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. ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes ̈No  x



State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the common equity
was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter.



Not Applicable



APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:



Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by
a court.



Not Applicable



DOCUMENTS INCORPORATED BY REFERENCE.



List hereunder the following documents if incorporated by reference and the Part of the Form
10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statements; and (3) any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of
1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).



Partnerships Registration Statement on Form S-1, File No. 333-52543, dated June 9, 1998 (the Registration
Statement)(Certain Exhibits are incorporated by reference in Part IV)



Prospectus Supplement, dated May 18, 1999 (Part I and Part II)

Post-Effective Amendment No. 1 to the Registration Statement, filed May 27, 1999
(Certain Exhibits are incorporated by reference in Part IV)

Prospectus, dated June 18, 1999 (Part I and Part II)

Prospectus Supplement, dated March 21, 2000 (Part I and Part II)

Post-Effective Amendment No. 2 to the Registration Statement, filed May 25, 2000 (Certain Exhibits are incorporated by reference in Part IV)

Prospectus, dated June 15, 2000 (Part I and Part II)

Prospectus Supplement, dated March 9, 2001 (Part I and Part II)

Post-Effective Amendment No. 3 to the Registration Statement, filed May 17, 2001 (Certain Exhibits are incorporated by reference in Part IV)

Prospectus, dated June 14, 2001 (Part I and Part II)

Prospectus Supplement,
dated March 8, 2002 (Part I and Part II)

Post-Effective Amendment No. 4 to the Registration Statement, filed May 14, 2002 (Certain Exhibits are
incorporated by reference in Part IV)

Prospectus, dated June 14, 2002 (Part I and Part II)

Prospectus Supplement, dated March 21, 2003 (Part I and Part II)

Post-Effective Amendment No. 5 to the Registration
Statement, filed May 21, 2003 (Certain Exhibits are incorporated by reference in Part IV)

Prospectus, dated June 9, 2003 (Part I and Part II)

Prospectus Supplement, dated March 24, 2004 (Part I and Part II)



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TUDOR FUND FOR EMPLOYEES L.P.



2003
FORM 10-K



TABLE OF CONTENTS



|         |  |                                                                                                |  |     
|-------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                |  | Page
|PART I   |  |                                                                                               
|Item 1.  |  | Business                                                                                       |  | 3   
|Item 2.  |  | Properties                                                                                     |  | 6   
|Item 3.  |  | Legal Proceedings                                                                              |  | 6   
|Item 4.  |  | Submission of Matters to a Vote of Unit Holders                                                |  | 6   
|         | 
|PART II  |  |                                                                                               
|         |  |                                                                                               
|Item 5.  |  | Market for Registrants Units and Related Unit Holder Matters                                  |  | 7   
|Item 6.  |  | Selected Financial Data                                                                        |  | 7   
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations          |  | 8   
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                     |  | 11  
|Item 8.  |  | Financial Statements and Supplementary Data                                                    |  | 14  
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure           |  | 14  
|Item 9A. |  | Controls and Procedures                                                                        |  | 14  
|         | 
|PART III |  |                                                                                               
|         |  |                                                                                               
|Item 10. |  | Directors and Executive Officers of the Registrant                                             |  | 15  
|Item 11. |  | Executive Compensation                                                                         |  | 16  
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Unit Holder Matters |  | 16  
|Item 13. |  | Certain Relationships and Related Transactions                                                 |  | 17  
|Item 14. |  | Principal Accountant Fees and Services                                                         |  | 17  
|         | 
|PART IV  |  |                                                                                               
|         |  |                                                                                               
|Item 15. |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                                |  | 17  



Forward Looking Statements



The Partnership has included in this Form 10-K filing, and from time to
time its management may make, statements which may constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical
facts but instead represent only the Partnerships beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Partnerships or its managements control. Statements preceded by,
followed by, or that include the words expect, will, may, could, intend, anticipate, believe, plans, estimates, predicts,
potential, continue, and should, involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or those of the industry in which the Partnership
operates, to be materially different from any expected future results, performance or achievements expressed or implied in these forward-looking statements. It is possible that actual results may differ, possibly materially, from the anticipated
results indicated in these forward-looking statements. Important factors that could cause actual results to differ from those in the Partnerships specific forward-looking statements include:



| |  | a decline in general economic conditions;
| | - | -----------------------------------------



| |  | a decline in liquidity in global markets generally or certain sectors and instruments within such markets;
| | - | ----------------------------------------------------------------------------------------------------------



| |  | material changes in government regulations relating to contracts, instruments, or participants in various markets in which the Partnership is active;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  | reduced availability of credit and other forms of leverage from counterparties, banks, and dealers in various markets in which the Partnership is active;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | increased volatility in the capital markets; and
| | - | ------------------------------------------------



| |  | default by counterparties.
| | - | --------------------------



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PART I



ITEM 1. BUSINESS.



(a) GENERAL
DEVELOPMENT OF BUSINESS.



Tudor Fund For Employees L.P., a
Delaware limited partnership (the Partnership), was formed on November 22, 1989. The business and objective of the Partnership is to generate appreciation of its assets through speculative trading of futures, forwards, option contracts,
swaps and other derivative instruments, including commodity interests (collectively, derivatives). Only employees of Tudor Investment Corporation (TIC) or its affiliates, and certain employee benefit plans of TIC or its
affiliates, are eligible to become limited partners (each such owner a Limited Partner) of the Partnership. TIC is primarily engaged in the business of providing trading advisory services to customers and affiliates with respect to
commodity and security interests traded in the United States and international markets.



Second Management LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner and together with the Limited Partners, the Partners), is responsible
for selecting and monitoring the commodity trading advisors and brokers used by the Partnership and for performing all administrative services necessary to the Partnerships operations. The General Partners main business office is located
at 1275 King Street, Greenwich, Connecticut 06831, telephone (203) 863-6700, facsimile (203) 863-8600.



In connection with a public offering of 10,000 units of Limited Partnership Interest (LP Units) (together with units of General Partnership
Interest issued to the General Partner (GP Units)), an S-1 Registration Statement was filed with the Securities and Exchange Commission on June 20, 1990. Beginning on June 22, 1990, the Partnership solicited initial subscriptions for LP
Units at an offering price of $1,000 per LP Unit, with a minimum subscription of $1,000. At the initial closing held on July 2, 1990, the Partnership sold a total of 421 LP Units for an aggregate capital contribution of $421,000 and 400 GP Units for
an aggregate capital contribution of $400,000 and commenced trading activities. The Partnership registered an additional 10,000 LP Units pursuant to an S-1 Registration Statement (the Registration Statement) that became effective on June
9, 1998.



LP Units are offered for sale on a continuous basis
(the Continuing Offering) at quarterly closings at a purchase price equal to 100% of the Net Asset Value per LP Unit as of the opening of business on the first business day of the month in which the General Partner accepts the
subscription. The minimum subscription is $1,000. Amounts in excess of this minimum must be contributed in increments of $1,000.



For definitions of the terms Management Agreement, Trading Profits, Charges and Expenses, Trading
Managers, Net Asset Value per Unit and Net Assets, refer to the Registration Statement.



Management.



The General Partner conducts and manages the business of the Partnership. The General Partner is authorized to delegate complete trading authority of all
of the Partnerships Net Assets to one or more trading advisors. The General Partner has appointed TIC as the Partnerships sole trading advisor pursuant to a management agreement between TIC and the Partnership (the Management
Agreement). The Management Agreement may be terminated at any time upon twenty-four hours written notice to the other party.



The General Partner, on behalf of the Partnership, may engage and compensate from the funds of the Partnership, such persons as the General Partner deems
advisable, including any person or entity affiliated with the General Partner. The General Partner is also authorized to retain futures brokers.



Other responsibilities of the General Partner include, but are not limited to, the following: determining whether the Partnership will make distributions;
administering redemptions of LP Units; preparing account statements, filings, registrations and other documents required by applicable regulatory bodies, exchanges, or boards; depositing the Partnerships assets in an account or accounts at
banks or brokers selected by the General Partner; directing the investment of the Partnerships assets; executing various documents on behalf of the Partnership and the Limited Partners; and supervising the liquidation of the Partnership, if an
event causes the termination of the Partnership to occur.



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Professional fees and other.



The Partnership pays ordinary administrative expenses, including the ordinary and recurring legal, accounting and auditing
expenses incurred in connection with preparing and printing reports and tax information for Limited Partners and regulatory bodies, and mailing costs and filing fees. Such expenses were $263,587, $301,570 and $143,721 for the years ended December
31, 2003, 2002 and 2001, respectively.



Compensation of the
Trading Advisor.



Pursuant to the Management Agreement,
the Partnership pays TIC a quarterly incentive fee equal to 12% of the Trading Profits earned as of the end of each fiscal quarter and pays a monthly management fee equal to 1/12 of 2% of the Net Assets (a 2% annual rate) calculated as of the end of
each month. TIC does not receive incentive and management fees attributable to LP Units held at the beginning of each month by the Tudor Investment Corporation 401(k) Savings and Profit-Sharing Plan (the TIC 401(k) Plan).



The General Partner estimates that, considering the above charges, the
Partnership may have to generate gross trading profits of up to approximately 2% of the Partnerships average annual Net Assets, depending on trading volume and the interest income it receives, simply to break even. It is contemplated that the
greatest of these charges will be brokerage commissions (estimated at up to approximately 1% of the Partnerships average annual Net Assets) even though the General Partner endeavors to negotiate rates that are reasonable based on comparable
industry standards.



Futures Brokers.



The Partnerships commodity trading accounts are carried by its futures
brokers including Barclays Capital, Inc., Bear Stearns Securities Corp., Cargill Investor Services, Inc., Goldman, Sachs & Co., J.P. Morgan Futures, Inc., Lehman Brothers Inc., Merrill Lynch Futures Inc., Morgan Stanley & Co., Prudential
Securities Incorporated, and UBS Securities LLC. The General Partner in its sole discretion may at any time appoint new commodity brokers. The commodity brokers are responsible for holding and maintaining the Partnerships funds, commodities
and other property; executing and/or clearing trades for the Partnerships accounts; and performing other record keeping and preparing and transmitting to the Partnership daily confirmations of transactions and monthly statements of account,
calculating equity balances and margin requirements for the Partnerships account and other similar administrative functions.



Foreign Exchange Dealer.



The Partnership engages in the trading of foreign exchange forward and metal forward contracts with Bellwether Partners LLC, a Delaware limited liability
company (BPL) which is an affiliate of both the General Partner and TIC. BPL does not charge commissions for transacting the Partnerships foreign exchange and metal forward contracts.



Regulation.



Congress enacted the Commodity Exchange Act, as amended, (the CE
Act) to regulate trading in commodity interests, the exchanges on which they are traded, the individual brokers who are members of such exchanges and the commodity professionals and commodity brokerage houses that trade in these commodity
interests. The Commodity Futures Trading Commission (CFTC) is an independent federal agency which administers the CE Act and is authorized to promulgate rules thereunder. Under the CE Act, the CFTC is empowered, among other things, to
(i) hear and adjudicate customer complaints against all individuals and firms registered or subject to registration under the CE Act; (ii) seek injunctions and restraining orders; (iii) issue orders to cease and desist; and (iv) levy substantial
fines. Transactions in spot or forward contracts on exchanges located outside the United States may not be within the jurisdiction of the CFTC, and to the extent that the Partnership engages in such transactions, it may be engaging in
unregulated transactions.



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Both the General Partner and TIC are registered with the CFTC as commodity pool operators
(CPO) and commodity trading advisors (CTA) as defined in the CE Act. As such, each is subject to regulation by the CFTC. If the registration of the General Partner were suspended, revoked or not renewed, the Partnership would
no longer be able to trade until a substitute general partner could be duly elected and registered. If the registration of TIC as a CTA was suspended, revoked or not renewed, TIC would not be permitted by the General Partner to advise the
Partnership.



The CFTC has adopted extensive regulations
affecting CPOs and CTAs which, among other things, requires distribution of disclosure documents to new customers, requires the retention of current trading and other records, prohibits CPOs from commingling pool assets with those of the operator or
its other customers and requires CPOs to provide their customers with monthly account statements and annual reports.



Limited Partners are afforded certain rights for reparations under the CE Act. Limited Partners may also be able to maintain a private right of action for
certain violations of the CE Act. The CFTC has adopted rules implementing the reparations provision of the CE Act which provide that any person may file a complaint for a reparation award with the CFTC for violation of the CE Act against a floor
broker, futures commission merchant, CTA, CPO or their respective associated persons.



In order to prevent excessive speculation and attempted undue concentrated control in certain markets, the CFTC and certain United States exchanges have imposed speculative position limits on transactions in certain
commodity interest contracts. In addition, certain exchanges have set limits on the total net positions that may be held by a commodity broker. Position limits are subject to certain exemptions, such as bona fide hedging transactions. While foreign
exchanges do not generally impose position limits, such limits are set by many of the member firms. The Partnership is subject to the rules and regulations of the various exchanges on which it trades.



The General Partner and TIC are members of the National Futures Association
(NFA), a self-regulatory organization authorized by the CFTC. The NFA became operational in 1982 and has assumed certain functions which were previously the responsibility of the CFTC, (e.g., audits of registrants). Among other things,
the NFA has assumed responsibility for all CFTC registrations; has developed training and proficiency standards for members; and has established arbitration procedures for its members and customers of its members.



(b) FINANCIAL INFORMATION ABOUT SEGMENTS.



The Partnerships business constitutes only one segment, a speculative
commodity pool, for financial reporting purposes. (See Net increase in net assets resulting from operations contained in Item 6, Selected Financial Data appearing elsewhere in this report.)



(c) NARRATIVE DESCRIPTION OF BUSINESS.



(1) See discussion under Item 1 (a) above. (i)(ix): Not applicable.



(x) Competition.



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The Partnership experiences and will continue to experience competition from publicly and privately
offered commodity pools and other investment funds, such as mutual funds. The Partnership also competes with other customers of TIC and with affiliates of the General Partner that trade proprietary trading accounts. Under TICs trading method,
all commodity-only accounts under management are generally traded in a parallel fashion, with substantially equivalent trades made for all accounts on a proportional basis (other than proprietary accounts which may be more leveraged). When TIC
trades commodity interest contracts on behalf of an affiliate, an investment pool or a customer with narrower or broader investment parameters, hedging, loss reduction, arbitrage and similar strategies often mandate that such accounts be traded in a
manner that is not parallel with commodity-only accounts. Thus, the Partnership is in competition with such accounts for the same or similar positions at a particular time in a particular market. The widespread utilization of trend-based and
technical computerized trading methods by many participants in the commodities markets causes similar trades to be made at or about the same time which increases competition for the Partnership as described above.



The General Partner and TIC have a conflict of interest in managing the
Partnership because its affiliate, BPL, executes foreign exchange forward contracts for the Partnership. This involves posting collateral with BPL in amounts of up to 5% of the Partnerships Net Assets. BPL does not receive a fee for its
services. Many of the employee traders of TIC are also employees of BPL. There is no affiliation, and consequently there is no conflict of interest, between the clearing brokers and the General Partner, TIC or BPL.



The Partnership trades in markets in competition with other traders whose
assets are greater than the Partnerships assets.



(xi) -
(xii): Not applicable.



(xiii): The Partnership has no
employees; however, the General Partner has arranged for TIC to provide certain management and administrative responsibilities.



(d) FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS.



The Partnership has engaged in the trading of commodity interest contracts on exchanges located in foreign countries and has derived significant revenue
therefrom.



(e) AVAILABLE INFORMATION.



(1) The Partnership files reports on Form 10-K and 10-Q with the Securities
and Exchange Commission (the SEC).



(2) The public
may read and copy any materials filed by the Partnership with the SEC at the SECs Public Reference Room at 450 Fifth Street, NW, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.



ITEM 2. PROPERTIES.



The
Partnership does not utilize any physical properties in the conduct of its business.



ITEM 3. LEGAL PROCEEDINGS.



The
Partnership is not aware of any material pending legal proceedings to which it is a party or to which any of its assets are subject.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF UNIT HOLDERS.



To date, there have been no items which have been presented to the LP Unit holders.



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PART II.



ITEM 5. MARKET FOR REGISTRANTS UNITS AND RELATED UNIT HOLDER MATTERS.



(a) MARKET FOR REGISTRANTS UNITS.



There is no established public trading market for the Units. There have been no general distributions by the Partnership since its organization. Pursuant
to the Partnership Agreement, the General Partner has the sole discretion to determine what distributions, if any, the Partnership will make to its Partners.



Limited Partners may redeem some or all of their respective LP Units at the end of each calendar month. Redemption of LP Units in $1,000 increments and
full redemption by a Limited Partner of all of its LP Units are made at 100% of the Net Asset Value per Unit effective as of the last business day of any month as defined in the Limited Partnership Agreement. Partial redemptions of LP Units which
would reduce the Net Asset Value of a Limited Partners unredeemed LP Units to less than the minimum investment then required of new Limited Partners or such Limited Partners initial investment, whichever is less, will be honored
only to the extent of such limitation.



(b) USE OF PROCEEDS.



The Partnership initially registered 10,000 LP Units pursuant
to a registration statement (Commission file number 33-33982) that was declared effective on June 22, 1990. The Partnership registered an additional 10,000 LP Units on June 9, 1998 (Commission file number 333-52543). Of the 20,000 LP Units that have
been registered, 12,422 LP Units having an aggregate value of $42,917,302 have been sold through January 1, 2002, 13,237 LP Units having an aggregate value of $51,061,256 had been sold through January 1, 2003 and 14,173 LP Units having an aggregate
value of $61,220,684 had been sold through January 1, 2004. At January 1, 2004 the Partnership had a total of 153 Limited Partners. The proceeds from the sale of new LP Units were used in connection with the Partnerships investment activities.



ITEM 6. SELECTED FINANCIAL DATA.



|                                                        |  |      |            |   |      |   |            |      |  |   |            |   |      |   |            |  |   |           
|------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | - | ---- | - | ---------- |  | - | ----------
|                                                        |  | 2003 |            |   | 2002 |   |            | 2001 |  |   | 2000       |   | 1999
|Net investment income (loss)                            |  | $    | (1,422,682 | ) |      | $ | (1,397,063 | )    |  | $ | (372,075   | ) |      | $ | 178,314    |  | $ | 163,833   
|                                                        |  |      |            |   |      |   |            |      |  |   |            |   |      |   |            |  |   |           
|Net realized and unrealized gains on trading activities |  | $    | 6,738,059  |   |      | $ | 9,476,891  |      |  | $ | 7,668,225  |   |      | $ | 4,324,325  |  | $ | 1,133,527 
|                                                        |  |      |            |   |      |   |            |      |  |   |            |   |      |   |            |  |   |           
|Net increase in net assets resulting from operations    |  | $    | 5,315,377  |   |      | $ | 8,079,828  |      |  | $ | 7,296,150  |   |      | $ | 4,502,639  |  | $ | 1,297,360 
|                                                        |  |      |            |   |      |   |            |      |  |   |            |   |      |   |            |  |   |           
|Total assets                                            |  | $    | 58,694,233 |   |      | $ | 48,756,213 |      |  | $ | 33,669,386 |   |      | $ | 27,918,377 |  | $ | 22,242,164
|                                                        |  |      |            |   |      |   |            |      |  |   |            |   |      |   |            |  |   |           
|Partners capital                                       |  | $    | 54,273,595 |   |      | $ | 45,362,746 |      |  | $ | 31,790,384 |   |      | $ | 22,161,072 |  | $ | 16,332,215
|                                                        |  |      |            |   |      |   |            |      |  |   |            |   |      |   |            |  |   |           
|Units outstanding                                       |  |      | 4,579.822  |   |      |   | 4,186.782  |      |  |   | 3,560.390  |   |      |   | 3,123.135  |  |   | 2,846.856 
|                                                        |  |      |            |   |      |   |            |      |  |   |            |   |      |   |            |  |   |           
|Net Asset Value per Unit                                |  | $    | 11,850.59  |   |      | $ | 10,834.75  |      |  | $ | 8,928.90   |   |      | $ | 7,095.78   |  | $ | 5,736.93  
|                                                        |  |      |            |   |      |   |            |      |  |   |            |   |      |   |            |  |   |           
|Change in Net Asset Value per Unit                      |  | $    | 1,015.84   |   |      | $ | 1,905.85   |      |  | $ | 1,833.12   |   |      | $ | 1,358.85   |  | $ | 392.72    
|                                                        |  |      |            |   |      |   |            |      |  |   |            |   |      |   |            |  |   |           
|Net increase in Net Assets per Unit(1)                  |  | $    | 1,118.59   |   |      | $ | 1,988.47   |      |  | $ | 1,897.59   |   |      | $ | 1,337.56   |  | $ | 378.91    
|                                                        |  |      |            |   |      |   |            |      |  |   |            |   |      |   |            |  |   |           

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|(1) | Net increase in net assets per unit is computed by dividing net increase in net assets by the monthly average of units outstanding at the beginning of each month.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



The following discussion should be read in conjunction with the financial statements of the Partnership and related notes thereto and Item 6,
Selected Financial Data appearing elsewhere in this report.



CRITICAL ACCOUNTING POLICIES



The discussion
and analysis of the financial condition and results of operations are based on our financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of financial
statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Management believes
that the estimates utilized in preparing its financial statements are reasonable and prudent; however, actual results may vary from these estimates. A summary of the accounting policies is set forth in Note 2 to our financial statements. In our
view, the policy that involves the most subjective judgment is set forth below.



The Partnership values derivative contracts at independent market values when readily available from major exchanges. Otherwise, valuations are based on independent broker quotations or pricing models that consider
the time value of money, volatility, and the current market and contractual prices of the underlying financial instruments.



OVERVIEW AND BUSINESS



The Partnership commenced operations on July 2, 1990. Following the closing of the initial offering period, the Partnership had 37 Limited Partners who
subscribed for 421 units of Limited Partnership Interest (LP Units) for $421,000. In addition, the General Partner purchased 400 units of General Partnership Interest (GP Units and collectively with LP Units,
Units) for $400,000. From inception through January 1, 2004, the Partnership received total Limited Partner subscriptions and contributions of $61,220,684 and had total withdrawals (inclusive of trading gains) of $43,799,442. In
addition, the General Partner contributed $1,900,000 since inception. The General Partner redeemed $2,000,000 (inclusive of trading gains) on March 31, 1994 and $1,400,000 (inclusive of trading gains) on December 31, 1996. The General Partners
equity in the Partnership as of January 1, 2004 was $2,329,597 representing approximately 4% of the Partnerships equity. At January 1, 2004, the Partnership had a total of 153 Limited Partners.



As specified in its Limited Partnership Agreement, the Partnership may
accept investments from certain employee benefit plans of affiliates to the extent that such investments do not exceed 25% of the aggregate value of outstanding Units, excluding Units held by the General Partner, TIC, and certain of their
affiliates. On August 1, 1995, the Partnership accepted an investment of $99,306 from the TIC 401(k) Plan, a qualified plan organized for the benefit of employees of TIC and certain of its affiliates. The Partnership has received TIC 401(k) Plan
contributions in the aggregate amount from inception through January 1, 2004 of $5,391,251. The TIC 401(k) Plans equity in the Partnership as of January 1, 2004 was $11,123,065 representing approximately 19.75% of the Partnerships equity
or approximately 21.82% excluding Units held by the General Partner, TIC and certain of their affiliates. TIC has waived its right to receive management and incentive fees attributable to Units held by the TIC 401(k) Plan. The number of LP Units
held by the TIC 401(k) Plan will be restated as necessary to equate the per Unit value of the TIC 401(k) Plans capital account with the Partnerships per Unit value. Furthermore, BPL does not charge commissions for transacting the
Partnerships foreign exchange spot and forward and commodity forward contracts.



CURRENT MARKET ENVIRONMENT



The Partnerships trading results for the year ended December 31, 2003 were positive overall across a range of markets and instruments. The Partnership benefited in currencies and fixed income with increased volatility in the currency
markets as the U.S. dollar hit all time lows against the Euro, while long term interest rates in Japan reached new highs. Trading results early in the year were down as correlations among the major financial asset classes diverged from the
relationships that have existed in the past.



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RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 AS COMPARED TO THE YEAR ENDED DECEMBER 31,
2002 AND FOR THE YEAR ENDED DECEMBER 31, 2002 AS COMPARED TO THE YEAR ENDED DECEMBER 31, 2001



The Partnership reported a net increase in net assets resulting from operations of $5,315,377 for the year ended December 31, 2003 compared to a net
increase in net assets resulting from operations of $8,079,828 and $7,296,150 for the years ended December 31, 2002 and December 31,2001.



The following table compares Net Asset Value per Unit for the years ended December 31, 2003, 2002 and 2001:



|                  |  |                         |           |                                                      |   |          |  |       |  
|----------------- |  | ----------------------- | --------- | ---------------------------------------------------- | - | -------- |  | ----- | -
|                  |  | Net AssetValue Per Unit |           | Change in Net Asset Value Per UnitFor the Year Ended |  
|December 31, 2003 |  | $                       | 11,850.59 |                                                      | $ | 1,015.84 |  | 9.38  | %
|December 31, 2002 |  | $                       | 10,834.75 |                                                      | $ | 1,905.85 |  | 21.34 | %
|December 31, 2001 |  | $                       | 8,928.90  |                                                      | $ | 1,833.12 |  | 25.83 | %



INVESTMENT
INCOME



Interest income for the year ended December 31,
2003 was $576,170 compared to the years ended December 31, 2002 and December 31, 2001 of $671,243 and $1,182,347. The Partnership earns interest income on cash and cash equivalents maintained with banks or in trading accounts held with clearing
brokers and counterparties and used by the Partnership as collateral to engage in futures, option and forward contracts and other commodity interest contracts. The Partnerships interest income fluctuates with its levels of collateral pledged
with counterparties as well as changes in overall interest rates.



INVESTMENT EXPENSE



Interest expense for the
year ended December 31, 2003 was $27,146 compared to the years ended December 31, 2002 and December 31, 2001 of $13,146 and $8,249. The Partnerships interest expense fluctuates with its levels of collateral pledged by counterparties.



Brokerage commissions expense for the year ended December 31,
2003 was $365,241 compared to the years ended December 31, 2002 and December 31, 2001 of $363,088 and $187,282. These expenses represent all brokerage commissions, exchange, National Futures Association and other fees incurred in connection with the
execution and clearing of commodity interest trades and will vary based on the Partnerships trading activity during the year. The General Partner anticipates that the Partnership will normally pay approximately 1% of its average Net Assets in
brokerage commissions and other transaction costs and charges annually.



OPERATING EXPENSES



Management fees for the
year ended December 31, 2003 were $848,340 compared to the years ended December 31, 2002 and December 31, 2001 of $660,969 and $512,176. Because management fees are calculated as a percentage of the Partnerships net assets, the increase in
fees in 2003 and in 2002 was due to the overall increase in assets under management.



Incentive fees for the year ended December 31, 2003 were $494,538 compared to the years ended December 31, 2002 and December 31, 2001 of $729,533 and $702,994. Incentive fees fluctuate based on the amount, if any, of
Net Trading Profits earned by the Partnership at each quarter-end.



Professional fees and other expenses for the year ended December 31, 2003 were $263,587 compared to the years ended December 31, 2002 and December 31, 2001 of $301,570 and $143,721. The increase in professional fees and other expenses from
2001 to 2002 was primarily due to additional services rendered by the Partnerships administrative, legal, and audit providers. Professional fees and other expenses remained relatively stable from 2002 to 2003.



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NET REALIZED AND UNREALIZED GAINS (LOSSES) ON TRADING ACTIVITIES



Net realized and unrealized trading gains and losses are recorded in the
statements of operations. The following table summarizes the components (in thousands) of net realized and unrealized gains and losses, net of brokerage commissions, for the three years ended December 31, 2003, 2002 and 2001:



|                                      |  |      |        |   |      |   |       |      |  |   |       |  
|------------------------------------- |  | ---- | ------ | - | ---- | - | ----- | ---- |  | - | ----- | -
|                                      |  | 2003 |        |   | 2002 |   |       | 2001 | 
|Exchange traded:                      |  |      |        |   |      |   |       |      |  |   |       |  
|Interest rate futures and options     |  | $    | 2,810  |   |      | $ | 2,599 |      |  | $ | 3,167 |  
|Foreign exchange futures              |  |      | 187    |   |      |   | 159   |      |  |   | (27   | )
|Commodity futures and options         |  |      | 177    |   |      |   |      |      |  |   |      |  
|Equity index futures and options      |  |      | (1,619 | ) |      |   | 1,016 |      |  |   | 1,547 |  
|Bond futures                          |  |      | 9      |   |      |   |      |      |  |   |      |  
|Over-the-counter contracts:           |  |      |        |   |      |   |       |      |  |   |       |  
|Foreign exchange forwards and options |  |      | 4,594  |   |      |   | 5,300 |      |  |   | 3,241 |  
|Commodity swaps                       |  |      | (678   | ) |      |   | 33    |      |  |   | (615  | )
|Equity index swaps                    |  |      | (403   | ) |      |   | (217  | )    |  |   | (9    | )
|Forward rate agreements               |  |      | (16    | ) |      |   | 8     |      |  |   |      |  
|Interest rate swaps                   |  |      | (35    | ) |      |   | 163   |      |  |   | (112  | )
|Non-financial derivative instruments  |  |      | 1,347  |   |      |   | 53    |      |  |   | 289   |  
|                                      |  |      |        |   |      |   |       |      |  |   |       |  
|Total                                 |  | $    | 6,373  |   |      | $ | 9,114 |      |  | $ | 7,481 |  
|                                      |  |      |        |   |      |   |       |      |  |   |       |  



As the Partnership is
a speculative trader in the commodities markets, current period results are generally not comparable to prior periods results. The following table illustrates the Partnerships net realized and unrealized gains and losses on trading
activities as a percentage of average Net Assets, brokerage commissions and fees as a percentage of average Net Assets, and incentive fees as a percentage of net realized and unrealized gains and losses on trading activities:



|                                                                                              |  |                  |   |  |                  |   |  |                  |  
|--------------------------------------------------------------------------------------------- |  | ---------------- | - |  | ---------------- | - |  | ---------------- | -
|                                                                                              |  | December 31,2003 |   |  | December 31,2002 |   |  | December 31,2001 |  
|Net realized and unrealized gains on trading activities as a percentage of average Net Assets |  | 13.2             | % |  | 23.7             | % |  | 25.5             | %
|Brokerage commissions and fees as a percentage of average Net Assets                          |  | 0.7              | % |  | 0.9              | % |  | 0.6              | %
|Incentive fees as a percentage of net realized and unrealized gains on trading activities     |  | 7.3              | % |  | 7.7              | % |  | 9.1              | %



Inflation is not
expected to be a major factor in the Partnerships operations, except that traditionally the commodities markets have tended to be more active during inflationary periods. Since the commencement of the Partnerships trading operations in
July 1990, inflation has not been a material factor in the Partnerships operations.



LIQUIDITY



The
Partnerships assets are deposited with banks or in trading accounts with clearing brokers and counterparties. These assets are used by the Partnership as margin to engage in derivative instruments trading. Since the Partnerships sole
purpose is to trade in derivative instruments, it is anticipated that the Partnership will continue to maintain substantial liquid assets for collateral purposes.



Cash and cash equivalents are part of the Partnerships inventory. Cash and cash equivalents of $51,326,211 and
$45,498,833 represented approximately 87% and 93% of the Partnerships assets as of December 31, 2003 and December 31, 2002. The cash and cash equivalents satisfy the Partnerships need for cash on both a short term and long term basis.



Since futures trading generates a significant percentage of
the Partnerships income, any restriction or limit on that trading may render the Partnerships investment in futures contracts illiquid. Most commodity exchanges limit fluctuations in certain commodity contract prices during a single day
by regulations referred to as a daily price fluctuation limit or daily limits. Pursuant to such regulations, during a single trading day, no trade may be executed at a price beyond the daily limits. If the price for a
contract or a particular commodity has increased or decreased by an amount equal to the daily limit, positions in such contracts can neither be taken, nor liquidated unless traders are willing to effect trades at or within the limit.
Commodity interest contract 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 positions.



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CAPITAL RESOURCES



The Partnership does not have, nor does it expect to have, any fixed assets. Redemptions and additional sales of Units in
the future will impact the amount of funds available for investment in commodity interest contracts in subsequent periods. As the amount of capital changes, the size of the positions taken by the Partnership may be adjusted.



The Partnership is currently open to new subscriptions and contributions,
which can be made quarterly. Periodically, the Partnership opens up subscriptions and contributions on a monthly basis. Such subscriptions and contributions are limited to employees of TIC and its principals or its affiliates and certain employee
benefit plans, including, but not limited to, the TIC 401(k) Plan.



OFF-BALANCE SHEET ARRANGEMENTS



In the normal
course of business, the Partnership is a party to a variety of off-balance sheet financial instruments in connection with its trading of derivative instruments. For certain derivative instruments, the unrealized gain or loss, rather than the
contract notional amounts, represents the approximate future cash requirements. See Net Realized and Unrealized Gains (Losses) on Trading Activities above for additional information.



NEW ACCOUNTING PRONOUNCEMENT



On May 15, 2003, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 150, Accounting for Certain Instruments with Characteristics of both Liabilities and Equity (SFAS 150). This Statement establishes standards for classifying and measuring as liabilities
certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. SFAS 150 requires that financial instruments that are issued in the form of shares that are mandatorily redeemable on a
fixed or determinable date or upon an event certain to occur be classified as liabilities. For SEC registrants deemed non-public entities under SFAS 150, SFAS 150 is effective for fiscal periods beginning after December 15, 2003. The
Partnership will adopt SFAS 150 on January 1, 2004. As a result of adopting the new standard, it is expected that the Partnership will reclassify limited partner capital that is redeemable upon an event certain (e.g., the death of the Partner) to
liabilities with subsequent returns on the related units reflected as interest expense on the statements of operations. As of December 31, 2003, this amount is approximately $41 million. Adoption of SFAS 150 will therefore also affect the
presentation of the Partnerships net increase in net assets resulting from operations and ratios to average net assets as a result of the reclassification, but it will have no impact on the value of Partner Units.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.



Market Risk Management



The Partnership maintains positions in derivative instruments that trade both on exchanges and over-the-counter (OTC). The
Partnership is subject to credit risk and changes in market value associated with the financial instruments that are traded. In conjunction with other customer and proprietary accounts, TIC takes an active role in managing the Partnerships
market and counterparty risks and has established formal internal control procedures that are reviewed on an ongoing basis.



TIC has developed a set of guidelines and policies that are designed to maintain risk at levels that are deemed appropriate and necessary to achieve
targeted rates of return. These guidelines and policies include quantitative and qualitative criteria for individual risk factors as well as for aggregate risk. TICs Risk Management Department, in conjunction with various senior personnel from
different disciplines throughout TIC and its affiliates, regularly assesses and evaluates the Partnerships potential exposures to market risk based on analyses performed by the department.



TIC evaluates the positions taken by the Partnership in various instruments
and markets globally and assesses the market risk associated with those positions. TIC uses a statistical technique known as Value at Risk (VaR) to assist in measuring market risk. The VaR model is a proprietary system, and is one of
several tools used to monitor and review the Partnerships trading portfolios. The VaR model projects potential losses based on a historical simulation methodology which uses two years of historical data, a one day holding period, and a 99%
confidence level. Other analytical techniques used in monitoring the Partnerships market risk include regular reviews of the Partnerships largest exposures. Additionally, regular reviews are performed of various liquidity factors,
including average daily volume, number of days to liquidate, and percentage of net assets for all individual positions.



As a writer of options, the Partnership receives a premium upon initial settlement and then bears the risk of changes in the price of the financial
instrument underlying the option. The Partnerships ultimate obligations for options written may exceed the amount recognized in the statements of financial condition.



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##### Table of Contents

The following table illustrates the VaR for each component of market risk as of December 31, 2003 and
2002. The dollar values represent the VaR at the 99% confidence level for a one day holding period.



|                              |  |                  |            |   |                  |   |          |  
|----------------------------- |  | ---------------- | ---------- | - | ---------------- | - | -------- | -
|Risk Factors                  |  | December 31,2003 |            |   | December 31,2002 |  
|Interest rate risk            |  | $                | 1,282,353  |   |                  | $ | 152,864  |  
|Foreign exchange risk         |  |                  | 50,494     |   |                  |   | 332,771  |  
|Equity index risk             |  |                  | 17,416     |   |                  |   | 327,531  |  
|Non-financial derivative risk |  |                  | 556,394    |   |                  |   |         |  
|Correlation offset(1)         |  |                  | (1,356,926 | ) |                  |   | (472,865 | )
|                              |  |                  |            |   |                  |   |          |  
|Aggregate VaR                 |  | $                | 549,731    |   |                  | $ | 340,301  |  
|                              |  |                  |            |   |                  |   |          |  

---

| | (1) | The correlation offset equals the difference between Aggregate VaR and the sum of the VaRs for the four and three risk factors for 2003 and 2002. This offset
arises due to the correlation that exists in the individual items being aggregated.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Partnership is an active trader and the instruments and investments utilized by the Partnership change frequently. As the objective of the Partnership
is to generate appreciation of its assets through speculative trading of derivatives, the risk taken in interest rates, foreign exchange rates, equity prices and non-financial derivatives will vary dependent on the strategies utilized by the
Partnership as well as current economic conditions and global events.



The following table illustrates the Partnerships high, low and average daily VaR during the years ended December 31, 2003 and 2002 for each component of market risk noted above:



|                              |  |                   |            |   |                   |   |          |         |  |   |          |   |  |        |            |   |         |   |          |   |  |   |          |  
|----------------------------- |  | ----------------- | ---------- | - | ----------------- | - | -------- | ------- |  | - | -------- | - |  | ------ | ---------- | - | ------- | - | -------- | - |  | - | -------- | -
|                              |  | December 31, 2003 |            |   | December 31, 2002 |  
|Risk Factors                  |  | High(2)           |            |   | Low(2)            |   |          | Average |  |   | High(2)  |   |  | Low(2) |            |   | Average |  
|Interest rate risk            |  | $                 | 650,116    |   |                   | $ | 114,740  |         |  | $ | 243,327  |   |  | $      | 1,051,417  |   |         | $ | 65,021   |   |  | $ | 303,459  |  
|Foreign exchange risk         |  |                   | 856,664    |   |                   |   | 114,123  |         |  |   | 248,257  |   |  |        | 1,424,552  |   |         |   | 203,257  |   |  |   | 500,126  |  
|Equity index risk             |  |                   | 1,081,240  |   |                   |   | 165,731  |         |  |   | 309,518  |   |  |        | 643,822    |   |         |   | 116,945  |   |  |   | 173,499  |  
|Non-financial derivative risk |  |                   | 632,014    |   |                   |   | 54,717   |         |  |   | 223,765  |   |  |        | 173,062    |   |         |   | 77,579   |   |  |   | 68,328   |  
|Correlation offset(1)         |  |                   | (1,382,034 | ) |                   |   | (288,311 | )       |  |   | (353,867 | ) |  |        | (1,770,951 | ) |         |   | (333,043 | ) |  |   | (411,412 | )
|                              |  |                   |            |   |                   |   |          |         |  |   |          |   |  |        |            |   |         |   |          |   |  |   |          |  
|Aggregate VaR                 |  | $                 | 1,838,000  |   |                   | $ | 161,000  |         |  | $ | 671,000  |   |  | $      | 1,521,902  |   |         | $ | 129,759  |   |  | $ | 634,000  |  
|                              |  |                   |            |   |                   |   |          |         |  |   |          |   |  |        |            |   |         |   |          |   |  |   |          |  

---

| | (1) | The correlation offset equals the difference between Aggregate VaR and the sum of the VaRs for the four risk factors. This offset arises due to the correlation
that exists in the individual items being aggregated.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The balances shown for each component of market risk represent their daily VARs on the day that the Partnership experienced its highest and lowest daily VAR
during the period.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



At December 31, 2003,
the Partnerships primary market exposure was to interest rate and non-financial derivative risk.



Changes in interest rates directly affect the price of interest rate futures and may, indirectly, affect the price of foreign exchange futures and equity
index futures. At December 31, 2003, the Partnerships interest rate exposure was primarily attributable to interest rate fluctuations in the United States and other G-7 countries.



The Partnerships foreign exchange contract exposure is a result of fluctuations in exchange rates. Exchange rates
fluctuate due to many factors including changes in interest rates, rates of inflation and government policies and programs.



The Partnerships equity index exposure was primarily attributable to equity price risk in the United States and other G-7 countries. Stock index
futures traded by the Partnership are principally limited to futures on broad based equity indices.



The Partnerships exposure to non-financial derivative instruments was primarily attributable to trading in commodities.



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##### Table of Contents

In addition to exchange traded instruments, the Partnership is exposed to various OTC derivative
instruments including swaps and forward contracts. In addition to having price risk that may be similar to exchange traded instruments, OTC instruments may result in the Partnership having credit risk associated with its OTC contract counterparties.



Cash and Due from Brokers balances are held principally at
U.S. banks, U.S. securities dealers, and certain international financial institutions.



Credit Risk Management



Derivative instruments are bilateral agreements that result in credit exposure between counterparties. Exchange traded derivatives settle through clearing houses backed by multiple members and present relatively low credit risk. Certain
derivative instruments are traded in unregulated markets. Derivative instruments are either liquidated by entering into offsetting contracts with the same counterparty or held to maturity. For certain of these instruments the unrealized gain or
loss, rather than the contract or notional amounts, represents the present value of future net cash requirements. OTC derivatives are settled with individual counterparties and, therefore, present potential concentrated credit risk exposure.



TIC attempts to minimize exposure to trading counterparties
and brokers through the use of bilateral collateral agreements (Collateral Agreements) with OTC derivative counterparties and through formal credit policies and monitoring procedures. TIC has a Credit Committee, comprised of senior
managers from different disciplines throughout TIC and its affiliates, which meets regularly to analyze the credit risks associated with the Partnerships counterparties, intermediaries and service providers. A significant portion of the
Partnerships positions, including cash and due from brokers, are invested with or held at top tier banks and securities dealers. TIC establishes counterparty exposure limits and specifically designates which product types are approved for
trading. TIC attempts to reduce the credit risk of the Partnership by establishing stringent credit terms in its legal trade documentation (i.e., ISDA agreements, master netting agreements, etc.) with counterparties. In addition, TIC monitors
exposure levels and actively moves collateral with counterparties to reduce exposure.



Notwithstanding the risk monitoring and credit review performed by TIC, there is always a risk of non-performance with respect to its counterparties.



Generally, financial contracts can be closed out at TICs discretion. An illiquid or closed market, however, could
prevent the close-out of positions.



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##### Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



See Item 15 for attached financial statements:



Statements of Financial Condition as of December 31, 2003 and 2002



Condensed Schedules of Investments as of December 31, 2003 and 2002



Statements of Operations for the years ended December 31, 2003, 2002 and 2001



Statements of Changes in Partners Capital for the years ended December 31, 2003, 2002 and 2001



Notes to Financial Statements, December 31, 2003, 2002 and 2001



The financial statements presented have been prepared pursuant to rules and regulations of the Securities and Exchange Commission (SEC) and, in the opinion of management of the General Partner, includes
all adjustments necessary for a fair statement of each year presented.



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.



A change in independent auditors from Arthur Andersen LLP to Ernst & Young LLP was reported in a Current Report on Form 8-K dated June 17, 2002.



As discussed in the 8-K, the reports of Arthur Andersen LLP
on the Partnerships financial statements for the years ended December 31, 2000 and December 31, 2001 did not contain an adverse opinion, disclaimer of opinion or qualification or modification as to uncertainty, audit scope or accounting
principles. During the years ended December 31, 2000 and December 31, 2001 and the subsequent interim period, there were no disagreements with Arthur Andersen LLP on any matters of accounting principles or practices, financial statement disclosure
or auditing scope or procedures. In addition, during the years ended December 31, 2000 and December 31, 2001 and the subsequent interim period through the date of the 8-K, there were no reportable events (as defined in Item 304(a)(1)(v) of
Regulation S-K).



The action to dismiss Arthur Andersen LLP as
the Partnerships independent auditor and to replace it with Ernst & Young LLP was taken by the Partnership at the direction of the General Partner.



ITEM 9A. CONTROLS AND PROCEDURES.



The Partnerships management, with the President and Chief Executive Officer and the Chief Financial Officer of the General Partner of the Partnership, has evaluated the effectiveness of the Partnerships disclosure controls and
procedures as of December 31, 2003. Based on that evaluation, the Partnerships management, including the President and Chief Executive Officer and the Chief Financial Officer of the General Partner of the Partnership, concluded that the
Partnerships disclosure controls and procedures were effective as of December 31, 2003. There were no material changes in the Partnerships internal control over financial reporting during the fourth quarter of 2003.



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##### Table of Contents

PART III.



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.



Second Management LLC, a Delaware limited liability company (the General Partner), is the general partner of the Partnership. The General Partners principal office is located at 1275 King Street,
Greenwich, Connecticut 06831; Telephone No. 203-863-6700; and Facsimile No. 203-863-8600. The General Partner is registered with the CFTC as a CPO and CTA and is a member of the NFA in such capacities.



Tudor Investment Corporation, a Delaware corporation (TIC), is
the Trading Advisor to the Partnership. TICs principal office is located at 1275 King Street, Greenwich, Connecticut 06831; Telephone No. 203-863-6700; and Facsimile No. 203-863-8600. TIC is registered with the CFTC as a CPO and CTA and is a
member of the NFA in such capacities.



TIC and its United
Kingdom affiliate, Tudor Capital (U.K.), L.P., act as general partner and/or trading advisor or sub-advisor to other United States and non-United States investment funds that invest in global fixed income and equity securities, currencies,
commodities, and derivatives.



Paul Tudor Jones, II, age 49,
is the Chairman, the Chief Executive Officer, and the controlling principal of TIC. Mr. Jones formed Tudor in 1980, and has operated the company continuously since 1983. Mr. Jones is a member of the Commodity Exchange, Inc., the New York Board of
Trade, Inc., the Chicago Board of Trade, and the Chicago Mercantile Exchange. In addition, Mr. Jones is a member of the Board of Directors of the Cantor Fitzgerald Futures Exchange. Mr. Jones served as Chairman of the New York Cotton Exchange (which
is now a division of the New York Board of Trade, Inc.) from August 1992 through June 1995. Mr. Jones is the Founder and a Director of The Robin Hood Foundation, a charitable foundation,

and is a Director of the National Fish and Wildlife Foundation and The Everglades Foundations Inc.



Mark F. Dalton, age 53, is the President of TIC. Prior to joining TIC in
September 1988, Mr. Dalton was employed by

Kidder, Peabody & Co. Incorporated where he served in various senior positions, including
Chief Financial Officer. Mr. Dalton is also a director of Progenics Pharmaceuticals, Inc., Cathay Investment Fund Limited, and certain non-for-profit educational and charitable organizations.



John G. Macfarlane, III, age 49, is the Chief Operating Officer and a
Managing Director of TIC. Prior to joining TIC in January 1998, Mr. Macfarlane was employed by Salomon Brothers and its affiliates where he served in various senior positions, including Managing Director and head of United States and Asian Fixed
Income Derivatives, and Treasurer. Mr. Macfarlane does not participate in the trading of customer accounts of TIC or its affiliates. Mr. Macfarlane is also a director

of certain non-for-profit educational and charitable organizations.



Andrew S. Paul, age 51, is a Managing Director, the General Counsel and the Secretary of TIC. Mr. Paul joined Tudor in July 1989. Mr. Paul does not
participate in the trading of customer accounts for TIC or its affiliates.



James J. Pallotta, age 46, is a Managing Director and the Director-U.S. Equities Group of TIC. Prior to joining TIC in

August 1993, Mr. Pallotta was a principal portfolio manager at Essex Investment Management Company, Inc. He joined Essex in 1983 as a Vice President, became a Senior Vice President and the Director of Research in
1989, and commenced managing client funds in January 1989. Mr. Pallotta is also a director of certain non-for-profit educational and charitable organizations.



John R. Torell, age 41, is a Managing Director and the Chief Financial Officer of TIC. Mr. Torell joined TIC in May 1994. Mr. Torell does not
participate in the trading of customer accounts of TIC or its affiliates.



Mark A. Withy, age 37, is a Managing Director of the affiliates of TIC that maintain offices in Surrey, England. Mr. Withy does not participate in the trading of customer accounts of TIC or its affiliates.



Mark R. Nicholson, age 43, is an Executive Manager of an affiliate of
TIC. Mr. Nicholson does not participate in the trading of customer accounts of TIC or its affiliates.



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##### Table of Contents

Robert P. Forlenza, age 48, is a Managing Director of TIC. Prior to joining TIC in January 1995, Mr.
Forlenza was a Vice President of Carlisle Capital Corporation, a private leveraged buyout firm, where he was responsible for the management of several of its portfolio companies. Mr. Forlenza is a director of PRT Group Inc. and various private
companies in the United States.



Richard L. Fisher, age 50, is
an outside Director of TIC. Since September 1983, Mr. Fisher has been a Managing Director of Dunavant Enterprises, Inc. Mr. Fisher has been a Director of Tudor since June 1991. Mr. Fisher does not participate in the trading or day-to-day management
of TIC or its affiliates.



There have been no material
administrative, civil or criminal actions against the General Partner, TIC or any of their executive officers or directors within the last five years, except as follows:



On October 31, 2000, a private civil lawsuit was filed in the United States District Court for the District of Delaware
against Art Technology Group, Inc. (ATG), TIC, and certain investment funds and other entities managed by or affiliated with TIC. The Partnership was not named as a defendant. The lawsuit alleged that certain of the defendants realized
substantial profits in transactions of equity securities of ATG that are subject to short-swing profit recovery under Section 16(b) of the United States Securities Exchange Act of 1934 as amended. TIC strongly disputed such allegations. However, in
accordance with a settlement agreement that became final on April 18, 2002, the defendants agreed to pay ATG $1.45 million.



The General Partner of the Partnership has a Code of Ethics which is applicable to all officers and employees of the General Partner of the Partnership,
including the President and Chief Executive Officer (its principal executive officer and principal financial and accounting officer, respectively).



ITEM 11. EXECUTIVE COMPENSATION.



The Partnership has no officers or directors. The General Partner administers the business and affairs of the Partnership. Mr. Jones, the Chairman, Chief Executive Officer and controlling shareholder of the General Partner receives no
compensation from the Partnership. TIC earned $1,342,878, $1,390,502, and $1,215,170 in incentive and management fees from the Partnership during 2003, 2002 and 2001, respectively.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNIT HOLDER MATTERS.



(a) Security Ownership of Certain Beneficial Owners.



As of January 1, 2004, the only Unit holders who owned more than five percent (5%) of the total Units outstanding were:



|                                             |  |                                                                       |  |           |  |         |  
|-------------------------------------------- |  | --------------------------------------------------------------------- |  | --------- |  | ------- | -
|NAME                                         |  | ADDRESS                                                               |  | NO. UNITS |  | PERCENT |  
|Tudor 401(k) Savings and Profit-Sharing Plan |  | 1275 King Street Greenwich, CT 06831                                  |  | 938.6086  |  | 19.75   | %
|                                             |  |                                                                       | 
|James Pulaski                                |  | c/o Tudor Investment Corporation 1275 King
Street Greenwich, CT 06831 |  | 314.0947  |  | 6.61    | %



(b) Security Ownership of Management.



As of January 1, 2004, the General Partner and the executive
officers of the General Partner collectively owned 9.48% of the outstanding interests in the Partnership. As of January 1, 2004, in addition to the persons identified in the table above, Mark Dalton, Andrew Paul and Robert P. Forlenza, each of whom
is a principal of both the General Partner and TIC, owned 24.6276 LP Units (0.52%), 110.5747 LP Units (2.33%), and 118.4452 LP Units (2.49%), respectively.



(c) Changes in Control.



There exists no arrangement known to the Partnership, the operations of which may at a subsequent date result in a change in control of the Partnership.



16



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##### Table of Contents

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.



(a) Transactions with Management and Others.



See Item 1(a), GENERAL DEVELOPMENT OF BUSINESS, MANAGEMENT; Item 1(c)(1)(x), NARRATIVE DESCRIPTION OF BUSINESS, COMPETITION; Item 11, EXECUTIVE COMPENSATION; and Note 5Related Party Transactions of
Notes To Financial Statements in the accompanying Financial Statements.



(b) Certain Business Relationships.



(1) None.



(2) The Partnership incurred incentive and
management fees payable to TIC of $1,342,878, for the year ended December 31, 2003, which were in excess of 5% of the Partnerships total revenues for the year.



(3) None.



(4) Not applicable.



(5) Not applicable.



(6) None.



(c) Indebtedness of Management.



None.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.



Audit Fees



The
aggregate fees for professional services rendered by Ernst & Young LLP in connection with their audit of our financial statements and reviews of the financial statements included in our Quarterly Reports on Form 10-Q for the years ended December
31, 2003 and 2002 were $73,500 and $67,500, respectively.



Audit-Related Fees



There were no
audit-related fees billed by Ernst & Young LLP during the years ended December 31, 2003 and 2002.



Tax Fees



Tax fees billed by Ernst & Young LLP during the years ended December 31, 2003 and 2002 were $19,000 and $17,000, respectively. Tax services primarily
involve assistance with tax return compliance.



Other
Fees



There were no other fees billed for services by
Ernst & Young LLP during the years ended December 31, 2003 and 2002.



PART IV.



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.



(a) 1. Financial Statements.



The following financial statements and report of independent auditors are set forth in the annexed financial statements:



|                                                                                  |  | 
|--------------------------------------------------------------------------------- |  | 
|Report of Independent Auditors                                                    |  | 
|Report of Predecessor Independent Auditors                                        |  | 
|Statements of Financial Condition as of December 31, 2003 and 2002                |  | 
|Condensed Schedules of Investments as of December 31, 2003 and 2002               |  | 
|Statements of Operations for the years ended December 31, 2003, 2002 and 2001     |  | 
|Statements of Changes in Partners Capital as of December 31, 2003, 2002 and 2001 |  | 
|Notes to Financial Statements                                                     |  | 



17



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##### Table of Contents

The Partnership meets all the provisions of SFAS No. 102, Paragraph 7, Statement of Cash
FlowsExemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Required for Resale. Therefore, statements of cash flows have not been provided.



Omission of Review of Our Quarterly Reports Prior to Filing by Our Independent Auditors



As explained in the Partnerships Current Report filed on Form 8-K on
June 20, 2002, Ernst & Young LLP was retained as the Partnerships independent auditors effective June 17, 2002, replacing Arthur Andersen LLP. In connection with transitioning to Ernst & Youngs audit procedures, the Partnership
now understands that the procedures which had been in place between Arthur Andersen and the Partnerships did not provide for Arthur Andersens review of the Partnerships quarterly reports on Form 10-Q prior to their filing, as is
required under Rule 10-01(d) of Regulation S-X of the SEC.



As
a result, the Partnership does not believe that its quarterly reports on Form 10-Q filed during the period:



| |  | beginning with the filing of the Partnerships quarterly report for the period ending March 31, 2000 (filed on May 15, 2000, the first report the Partnership filed after
Rule 10-01(d) became effective); and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | ending with the filing of the Partnerships quarterly report for the period ended March 31, 2002 (filed on May 15, 2002, the last of the Partnerships quarterly reports
filed during the period when Arthur Andersen was the Partnerships independent public accountant);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



received the review by Arthur Andersen required under Rule 10-01(d) and the Statement on Auditing Standards No. 71  Interim Financial Information.
The quarterly reports on Form 10-Q which the Partnership filed on August 14, 2002 and on November 14, 2002 and all quarterly reports filed during 2003 did receive the required review by Ernst & Young.



In connection with the discovery of this omission, the management of the
Partnership instituted policies and procedures to insure that Rule 10-01(d) is complied with in respect to future quarterly reports. In addition, management of the Partnership requested that Ernst & Young undertake a review of the quarterly
reports previously filed for the periods ended March 31, 2001, June 30, 2001, September 30, 2001 and March 31, 2002, as well as the quarterly information for the quarter ended December 31, 2001, to determine whether they believed that a review in
accordance with the standards established by SAS No. 71 of such reports would have, at the time the reports were filed, raised any material accounting or reporting issues. E&Y completed this review and noted no significant findings.



2. No financial statement schedules are required to be filed.



3. Exhibits. (unless otherwise indicated, each Exhibit was previously
filed and has not been amended in any material respect).



|         |  |                                                                                                                                                             
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.01     |  | Form of Selling Agreement among Cargill Investor Services, Inc., Second Management LLC, and the Partnership.                                                
|         | 
|1.02     |  | Form of Selling Agreement among CIS Securities, Inc., Second Management LLC, and the Partnership.                                                           
|         | 
|3.01     |  | Form of Second Amended and Restated Limited Partnership Agreement of the Partnership.                                                                       
|         | 
|3.02(a)  |  | Certificate of Limited Partnership of the Partnership.                                                                                                      
|         | 
|3.02(b)  |  | Amendment to the Certificate of Limited Partnership of the Partnership.                                                                                     
|         | 
|10.01(a) |  | Form of Amended and Restated to Customer Foreign Exchange Agreement between the Partnership and Bellwether Partners LLC.                                    
|         | 
|10.02(a) |  | Form of Management Agreement among the Partnership, Second Management Company, Inc. (succeeded by Second Management LLC), and Tudor Investment Corporation. 
|         | 
|10.02(b) |  | Form of Amendment to Management Agreement among the Partnership, Second Management Company, Inc., and Tudor Investment Corporation.                         
|         | 
|10.03(a) |  | Form of Subscription Agreement and Power of Attorney to be executed by purchasers of Units who are individuals.                                             
|         | 
|10.03(b) |  | Form of Subscription Agreement and Power of Attorney to be executed by a Trustee of the Tudor Investment Corporation 401(k) Savings and Profit-Sharing Plan.
|         | 
|10.03(c) |  | Form of Representations to be made by participants in the Tudor Investment Corporation 401(k) Savings and Profit Sharing Plan.                              
|         | 
|10.03(d) |  | Form of Subscription Agreement for use in making additions to existing accounts.                                                                            



18



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##### Table of Contents

|         |  |                                                                                                                                       
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------
|         | 
|10.04(a) |  | Form of Escrow Agreement among the Partnership, Seventh Management, Inc., and United States Trust Company of New York.                
|         | 
|10.04(b) |  | Form of Amendment to Escrow Agreement among the Partnership,                                                                          
|         | 
|         |  | Cargill Investor Services, Inc., and United States Trust Company of New York.                                                         
|         | 
|14.      |  | Extract from Statement of Policies and Code of Ethics (filed herewith)                                                                
|         | 
|31.1     |  | Certification Pursuant to rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended. (filed herewith)              
|         | 
|31.2     |  | Certification Pursuant to rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended. (filed herewith)              
|         | 
|32.1     |  | Certification Pursuant to 18 U.S.C Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|         | 
|32.2     |  | Certification Pursuant to 18 U.S.C Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)



(b) Reports on Form
8-K



The Partnership did not file any Current Reports on Form
8-K during the three months ended December 31, 2003.



19



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##### Table of Contents

CERTIFICATIONS



I, Mark F. Dalton, certify that:



|1. | I have reviewed this annual report on Form 10-K of the Tudor Fund For Employees L.P.;
|-- | -------------------------------------------------------------------------------------



|2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect the registrants internal control over financial reporting; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



By:

/s/    MARK F.
DALTONMark F. Dalton,President and Chief Executive Officer of Second Management LLC, the General Partner




March 30, 2004



20



---

##### Table of Contents

CERTIFICATIONS



I, John R. Torell, certify that:



|1. | I have reviewed this annual report on Form 10-K of the Tudor Fund For Employees L.P.;
|-- | -------------------------------------------------------------------------------------



|2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect the registrants internal control over financial reporting; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



By:

/s/    JOHN R.
TORELLJohn R. Torell Chief Financial Officer of Second Management LLC, the General Partner




March 30, 2004



21



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##### Table of Contents

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002



I, the President and Chief Executive Officer of the General Partner of Tudor Fund For Employees L.P. (the Partnership), certify, pursuant to Section §906
of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:



|(i) | The Form 10-K of the Partnership for the annual period ended December 31, 2003 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934 (15 U.S.C. 78m); and
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(ii) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------



By:

/s/    MARK F.
DALTONMark F. Dalton, President and Chief Executive Officer of Second Management LLC, the General Partner




March 30, 2004



A signed original of this written statement required
by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request.



22



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##### Table of Contents

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002



I, the Chief Financial Officer of the General Partner of Tudor Fund For Employees L.P. (the Partnership), certify, pursuant to Section §906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:



|(i) | The Form 10-K of the Partnership for the annual period ended December 31, 2003 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934 (15 U.S.C. 78m); and
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(ii) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------



By:

/s/    JOHN R.
TORELLJohn R. Torell Chief Financial Officer of Second Management LLC, the General Partner




March 30, 2004



A signed original of this written statement required
by Section 906 has been provided to the Partnership and will be retained by the Partnership and furnished to the Securities and Exchange Commission or its staff upon request.



23



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##### Table of Contents

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.



TUDOR FUND FOR EMPLOYEES L.P.By:

SECOND MANAGEMENT LLC, General PartnerBy:

/s/    MARK F.
DALTONMark F. DaltonPresident and Chief Executive Officer of the General PartnerBy:

/s/    JOHN R.
TORELLJohn R. TorellChief Financial Officer of the General Partner




DATE: March 30, 2004



Pursuant to the requirements of the Securities
and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



SECOND MANAGEMENT LLC



|    |  |                                                                     |  |  |  |               
|--- |  | ------------------------------------------------------------------- |  |  |  | --------------
|By: |  | /s/    MARK F.
DALTON                                               |  |  |  | March 30, 2004
|    |  | Mark F. Dalton, President and Chief Executive Officer               |  |  |  |               
|    |  |                                                                     | 
|By: |  | /s/    JOHN MACFARLANE,
III                                         |  |  |  | March 30, 2004
|    |  | John Macfarlane, III, Managing Director and Chief Operating Officer |  |  |  |               
|    |  |                                                                     | 
|By: |  | /s/    JOHN R.
TORELL                                               |  |  |  | March 30, 2004
|    |  | John R. Torell, Managing Director and Chief Financial Officer       |  |  |  |               
|    |  |                                                                     | 
|By: |  | /s/    ANDREW S.
PAUL                                               |  |  |  | March 30, 2004
|    |  | Andrew S. Paul, Managing Director, General Counsel and Secretary    |  |  |  |               





24



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##### Table of Contents

TUDOR FUND FOR EMPLOYEES L.P.

INDEX TO FINANCIAL STATEMENTS



|                                                                                                |  |    
|----------------------------------------------------------------------------------------------- |  | ---
|Report of Independent Auditors                                                                  |  | F-2
|Report of Predecessor Independent Public Accountants                                            |  | F-3
|Statements of Financial Condition as of December 31, 2003 and 2002                              |  | F-4
|Condensed Schedules of Investments as of December 31, 2003 and 2002                             |  | F-5
|Statements of Operations for the years ended December 31, 2003, 2002 and 2001                   |  | F-7
|Statements of Changes in Partners Capital for the years ended December 31, 2003, 2002 and 2001 |  | F-8
|Notes to Financial Statements                                                                   |  | F-9



F-1



---

##### Table of Contents

Report of Independent Auditors



To the Partners of
Tudor Fund For Employees L.P.



We have audited the accompanying statements of
financial condition of Tudor Fund For Employees L.P. (the Partnership), including the condensed schedules of investments, as of December 31, 2003 and 2002, and the related statements of operations and changes in partners capital
for the years then ended. 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. The Partnerships statements of
operation and changes in partners capital for the year ended December 31, 2001 were audited by other auditors who have ceased operations and whose report dated March 5, 2002, expressed an unqualified opinion on those statements.



We conducted our audits in accordance with auditing standards generally accepted in the
United States of America. Those standards require that we plan and perform the audits 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, the financial statements, audited by us, referred to above present fairly, in all material respects, the financial position of Tudor Fund For Employees L.P. at December 31, 2003 and 2002, and the results of its operations and changes in
partners capital for the years then ended in conformity with accounting principles generally accepted in the United States of America.



|                  |  |                        
|----------------- |  | -----------------------
|By:               |  | /s/ Ernst and Young LLP
|                 
|February 17, 2004



F-2



---

##### Table of Contents

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the
Partners of Tudor Fund For Employees L.P.



We have audited the accompanying
statements of financial condition of Tudor Fund For Employees L.P. (a Delaware limited partnership) as of December 31, 2001 and 2000, including the condensed schedule of investments as of December 31, 2001, and the related statements of operations
and changes in partners capital for each of the three years in the period ended December 31, 2001. 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 auditing standards generally accepted in the United States. 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, the financial statements referred to above present fairly, in all material respects, the financial position of Tudor Fund For Employees L.P. as of
December 31, 2001 and 2000, and the results of its operations for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States.



|                   |  |                        
|------------------ |  | -----------------------
|By:                |  | /s/ Arthur Andersen LLP
|New York, New York
|March 8, 2002     



This is a copy of the audit report
previously issued by Arthur Andersen LLP in connection with the Tudor Fund For Employees L.P.s filing on Form 10-K for the year ended December 31, 2001. This audit report has not been reissued by Arthur Andersen LLP in connection with this
filing on Form 10-K.



F-3



---

##### Table of Contents

PART I  FINANCIAL INFORMATION

Item 1.  Financial Statements



TUDOR FUND FOR EMPLOYEES L.P.



STATEMENTS OF FINANCIAL CONDITION



|                                                                                                                         |  |                  |            |                  |   |           
|------------------------------------------------------------------------------------------------------------------------ |  | ---------------- | ---------- | ---------------- | - | ----------
|                                                                                                                         |  | DECEMBER 31,2003 |            | DECEMBER 31,2002
|Assets                                                                                                                   |  |                  |            |                  |   |           
|Cash and cash equivalents                                                                                                |  | $                | 51,326,211 |                  | $ | 45,498,833
|Due from brokers                                                                                                         |  |                  | 7,368,022  |                  |   | 3,257,380 
|                                                                                                                         |  |                  |            |                  |   |           
|Total assets                                                                                                             |  | $                | 58,694,233 |                  | $ | 48,756,213
|                                                                                                                         |  |                  |            |                  |   |           
|Liabilities and partners capital                                                                                        |  |                  |            |                  |   |           
|Liabilities:                                                                                                             |  |                  |            |                  |   |           
|Pending partner additions                                                                                                |  | $                | 2,045,527  |                  | $ | 2,595,000 
|Redemptions payable                                                                                                      |  |                  | 2,036,104  |                  |   | 332,259   
|Incentive fee payable                                                                                                    |  |                  |           |                  |   | 107,676   
|Management fee payable                                                                                                   |  |                  | 221,828    |                  |   | 123,057   
|Accrued professional fees and other                                                                                      |  |                  | 117,179    |                  |   | 235,475   
|                                                                                                                         |  |                  |            |                  |   |           
|Total liabilities                                                                                                        |  |                  | 4,420,638  |                  |   | 3,393,467 
|                                                                                                                         |  |                  |            |                  |   |           
|                                                                                                                         |  |                 
|Partners capital:                                                                                                       |  |                  |            |                  |   |           
|Limited Partners, 20,000 units authorized and 4,383.242 and 3,990.202 units outstanding as of December 31, 2003 and 2002 |  |                  | 51,944,007 |                  |   | 43,232,851
|General Partner, 196.580 units outstanding as of December 31, 2003 and 2002                                              |  |                  | 2,329,588  |                  |   | 2,129,895 
|                                                                                                                         |  |                  |            |                  |   |           
|Total partners capital                                                                                                  |  |                  | 54,273,595 |                  |   | 45,362,746
|                                                                                                                         |  |                  |            |                  |   |           
|Total liabilities and partners capital                                                                                  |  | $                | 58,694,233 |                  | $ | 48,756,213
|                                                                                                                         |  |                  |            |                  |   |           
|Net asset value per unit                                                                                                 |  | $                | 11,850.59  |                  | $ | 10,834.75 
|                                                                                                                         |  |                  |            |                  |   |           



See accompanying notes to financial
statements.



F-4



---

##### Table of Contents

TUDOR FUND FOR EMPLOYEES L.P.



CONDENSED SCHEDULE OF INVESTMENTS



|                          |  |      |        |                      |   |           |                             |  |       |  
|------------------------- |  | ---- | ------ | -------------------- | - | --------- | --------------------------- |  | ----- | -
|December 31, 2003         |  | Cost |        | Market or Fair Value |   |           | Percent of PartnersCapital | 
|Long contracts(1)         |  |      |        |                      |   |           |                             |  |       |  
|                          |  |      |       
|Options                   |  |      |        |                      |   |           |                             |  |       |  
|Metal options             |  | $    | 66,980 |                      | $ | 134,677   |                             |  | 0.25  | %
|                          |  |      |       
|Futures                   |  |      |        |                      |   |           |                             |  |       |  
|Bond futures              |  |      |        |                      |   | 443,052   |                             |  | 0.82  |  
|Interest rate futures     |  |      |        |                      |   | 212,500   |                             |  | 0.39  |  
|Commodity futures         |  |      |        |                      |   | 425       |                             |  | 0.00  |  
|Foreign exchange futures  |  |      |        |                      |   | (140,080  | )                           |  | (0.26 | )
|                          |  |      |        |                      |   |           |                             |  |       |  
|Total futures             |  |      |        |                      |   | 515,897   |                             |  | 0.95  |  
|                          |  |      |        |                      |   |           |                             |  |       |  
|Forwards                  |  |      |        |                      |   |           |                             |  |       |  
|Metal forwards            |  |      |        |                      |   | 12,680    |                             |  | 0.02  |  
|                          |  |      |       
|Swaps                     |  |      |        |                      |   |           |                             |  |       |  
|Equity index swaps        |  |      |        |                      |   | 1,168,183 |                             |  | 2.15  |  
|                          |  |      |       
|Short contracts(1)        |  |      |        |                      |   |           |                             |  |       |  
|                          |  |      |       
|Futures                   |  |      |        |                      |   |           |                             |  |       |  
|Foreign exchange futures  |  |      |        |                      | $ | 138,720   |                             |  | 0.26  | %
|Bond futures              |  |      |        |                      |   | 137,530   |                             |  | 0.25  |  
|Equity index futures      |  |      |        |                      |   | (190,512  | )                           |  | (0.35 | )
|                          |  |      |        |                      |   |           |                             |  |       |  
|Total futures             |  |      |        |                      |   | 85,738    |                             |  | 0.16  |  
|                          |  |      |        |                      |   |           |                             |  |       |  
|Forwards                  |  |      |        |                      |   |           |                             |  |       |  
|Foreign exchange forwards |  |      |        |                      |   | (281      | )                           |  | 0.00  |  

---

|(1) | All such amounts are included in due from brokers on the statements of financial condition.
|--- | -------------------------------------------------------------------------------------------



See accompanying notes to financial statements.



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##### Table of Contents

TUDOR FUND FOR EMPLOYEES L.P.



CONDENSED SCHEDULE OF INVESTMENTS



|                          |  |      |        |                     |   |          |                             |  |       |  
|------------------------- |  | ---- | ------ | ------------------- | - | -------- | --------------------------- |  | ----- | -
|December 31, 2002         |  | Cost |        | Market orFair Value |   |          | Percent of PartnersCapital | 
|Long contracts(1)         |  |      |        |                     |   |          |                             |  |       |  
|                          |  |      |       
|Futures                   |  |      |        |                     |   |          |                             |  |       |  
|Interest rate futures     |  |      |        |                     | $ | 1,536    |                             |  | 0.00  | %
|Equity index futures      |  |      |        |                     |   | (3,383   | )                           |  | (0.00 | )
|Foreign exchange futures  |  |      |        |                     |   | (190,320 | )                           |  | (0.42 | )
|                          |  |      |        |                     |   |          |                             |  |       |  
|Total futures             |  |      |        |                     |   | (192,167 | )                           |  | (0.42 | )
|                          |  |      |        |                     |   |          |                             |  |       |  
|Forwards                  |  |      |        |                     |   |          |                             |  |       |  
|Foreign exchange forwards |  |      |        |                     |   | 147,382  |                             |  | 0.32  |  
|                          |  |      |       
|Swaptions                 |  |      |        |                     |   |          |                             |  |       |  
|Interest rate swaptions   |  | $    | 77,588 |                     |   | 240,933  |                             |  | 0.53  |  
|                          |  |      |       
|Short contracts(1)        |  |      |        |                     |   |          |                             |  |       |  
|                          |  |      |       
|Futures                   |  |      |        |                     |   |          |                             |  |       |  
|Foreign exchange futures  |  |      |        |                     | $ | 294,320  |                             |  | 0.65  | %
|                          |  |      |       
|Forwards                  |  |      |        |                     |   |          |                             |  |       |  
|Forward rate agreements   |  |      |        |                     |   | 7,864    |                             |  | 0.02  |  
|Foreign exchange forwards |  |      |        |                     |   | 46,467   |                             |  | 0.10  |  
|                          |  |      |        |                     |   |          |                             |  |       |  
|Total forwards            |  |      |        |                     |   | 54,331   |                             |  | 0.12  |  
|                          |  |      |        |                     |   |          |                             |  |       |  

---

|(1) | All such amounts are included in due from brokers on the statement of financial condition.
|--- | ------------------------------------------------------------------------------------------



See accompanying notes to financial statements.



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##### Table of Contents

TUDOR FUND FOR EMPLOYEES L.P.



STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001



|                                                                       |  |                  |            |   |                 |   |            |                 |  |   |           |  
|---------------------------------------------------------------------- |  | ---------------- | ---------- | - | --------------- | - | ---------- | --------------- |  | - | --------- | -
|                                                                       |  | December 31,2003 |            |   | December 312002 |   |            | December 312001 | 
|Investment income                                                      |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Interest                                                               |  | $                | 576,170    |   |                 | $ | 671,243    |                 |  | $ | 1,182,347 |  
|                                                                       |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Total investment income                                                |  |                  | 576,170    |   |                 |   | 671,243    |                 |  |   | 1,182,347 |  
|                                                                       |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Investment expenses                                                    |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Brokerage commissions                                                  |  |                  | 365,241    |   |                 |   | 363,088    |                 |  |   | 187,282   |  
|Interest                                                               |  |                  | 27,146     |   |                 |   | 13,146     |                 |  |   | 8,249     |  
|                                                                       |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Total investment expenses                                              |  |                  | 392,387    |   |                 |   | 376,234    |                 |  |   | 195,531   |  
|                                                                       |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Net investment income                                                  |  |                  | 183,783    |   |                 |   | 295,009    |                 |  |   | 986,816   |  
|                                                                       |  |                  |           
|Operating expenses                                                     |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Management fee                                                         |  |                  | 848,340    |   |                 |   | 660,969    |                 |  |   | 512,176   |  
|Incentive fee                                                          |  |                  | 494,538    |   |                 |   | 729,533    |                 |  |   | 702,994   |  
|Professional fees and other                                            |  |                  | 263,587    |   |                 |   | 301,570    |                 |  |   | 143,721   |  
|                                                                       |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Total operating expenses                                               |  |                  | 1,606,465  |   |                 |   | 1,692,072  |                 |  |   | 1,358,891 |  
|                                                                       |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Total expenses                                                         |  |                  | 1,998,852  |   |                 |   | 2,068,306  |                 |  |   | 1,554,422 |  
|                                                                       |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Net operating loss                                                     |  |                  | (1,422,682 | ) |                 |   | (1,397,063 | )               |  |   | (372,075  | )
|                                                                       |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Net realized and unrealized gains/losses on trading activities         |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Net realized gain                                                      |  |                  | 5,344,379  |   |                 |   | 10,194,938 |                 |  |   | 6,890,015 |  
|Change in net unrealized appreciation                                  |  |                  | 1,393,680  |   |                 |   | (718,047   | )               |  |   | 778,210   |  
|                                                                       |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Net realized and unrealized gain                                       |  |                  | 6,738,059  |   |                 |   | 9,476,891  |                 |  |   | 7,668,225 |  
|                                                                       |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Net increase in net assets resulting from operations                   |  | $                | 5,315,377  |   |                 | $ | 8,079,828  |                 |  | $ | 7,296,150 |  
|                                                                       |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Limited Partners net increase in net assets resulting from operations |  | $                | 5,115,684  |   |                 | $ | 7,705,191  |                 |  | $ | 6,935,785 |  
|General Partners net increase in net assets resulting from operations |  |                  | 199,693    |   |                 |   | 374,637    |                 |  |   | 360,365   |  
|                                                                       |  |                  |            |   |                 |   |            |                 |  |   |           |  
|                                                                       |  | $                | 5,315,377  |   |                 | $ | 8,079,828  |                 |  | $ | 7,296,150 |  
|                                                                       |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Change in net asset value per unit                                     |  | $                | 1,015.84   |   |                 | $ | 1,905.85   |                 |  | $ | 1,833.12  |  
|                                                                       |  |                  |            |   |                 |   |            |                 |  |   |           |  
|Net increase in net assets per unit                                    |  | $                | 1,118.59   |   |                 | $ | 1,988.47   |                 |  | $ | 1,897.59  |  
|                                                                       |  |                  |            |   |                 |   |            |                 |  |   |           |  



See accompanying notes to financial
statements.



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##### Table of Contents

TUDOR FUND FOR EMPLOYEES L.P.



STATEMENTS OF CHANGES IN PARTNERS CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001



|                                                     |  |                  |   |  |                 |            |               |       |         |                         |   |           |  |   |            |   |  |   |          
|---------------------------------------------------- |  | ---------------- | - |  | --------------- | ---------- | ------------- | ----- | ------- | ----------------------- | - | --------- |  | - | ---------- | - |  | - | ---------
|                                                     |  | Limited Partners |   |  | General Partner |            | Total Capital |       |         | Net AssetValue Per Unit
|                                                     |  | Units            |   |  | Capital         |            |               | Units |         | Capital                 |   |          
|Partners capital, December 31, 2000                 |  | 2,926.555        |   |  | $               | 20,766,179 |               |       | 196.580 |                         | $ | 1,394,893 |  | $ | 22,161,072 |   |  | $ | 7,095.78 
|Net increase in net assets resulting from operations |  |                 |   |  |                 | 6,935,785  |               |       |        |                         |   | 360,365   |  |   | 7,296,150  |   |  |   |          
|TIC 401(k) Plan unit adjustment (a)                  |  | 32.780           |   |  |                 |           |               |       |        |                         |   |          |  |   |           |   |  |   |          
|Capital contributions                                |  | 1,295.726        |   |  |                 | 9,626,183  |               |       |        |                         |   |          |  |   | 9,626,183  |   |  |   |          
|Capital redemptions                                  |  | (891.251         | ) |  |                 | (7,293,021 | )             |       |        |                         |   |          |  |   | (7,293,021 | ) |  |   |          
|                                                     |  |                  |   |  |                 |            |               |       |         |                         |   |           |  |   |            |   |  |   |          
|Partners capital, December 31, 2001 (b)             |  | 3,363.810        |   |  | $               | 30,035,126 |               |       | 196.580 |                         | $ | 1,755,258 |  | $ | 31,790,384 |   |  | $ | 8,928.90 
|                                                     |  |                  |   |  |                 |            |               |       |         |                         |   |           |  |   |            |   |  |   |          
|Net increase in net assets resulting from operations |  |                 |   |  |                 | 7,705,191  |               |       |        |                         |   | 374,637   |  |   | 8,079,828  |   |  |   |          
|TIC 401(k) Plan unit adjustment (a)                  |  | 32.951           |   |  |                 |           |               |       |        |                         |   |          |  |   |           |   |  |   |          
|Capital contributions                                |  | 807.515          |   |  |                 | 7,624,015  |               |       |        |                         |   |          |  |   | 7,624,015  |   |  |   |          
|Capital redemptions                                  |  | (214.074         | ) |  |                 | (2,131,481 | )             |       |        |                         |   |          |  |   | (2,131,481 | ) |  |   |          
|                                                     |  |                  |   |  |                 |            |               |       |         |                         |   |           |  |   |            |   |  |   |          
|Partners capital, December 31, 2002 (b)             |  | 3,990.202        |   |  | $               | 43,232,851 |               |       | 196.580 |                         | $ | 2,129,895 |  | $ | 45,362,746 |   |  | $ | 10,834.75
|                                                     |  |                  |   |  |                 |            |               |       |         |                         |   |           |  |   |            |   |  |   |          
|Net increase in net assets resulting from operations |  |                 |   |  |                 | 5,115,684  |               |       |        |                         |   | 199,693   |  |   | 5,315,377  |   |  |   |          
|TIC 401(k) Plan unit adjustment (a)                  |  | 27.598           |   |  |                 |           |               |       |        |                         |   |          |  |   |           |   |  |   |          
|Capital contributions                                |  | 1,003.074        |   |  |                 | 10,708,900 |               |       |        |                         |   |          |  |   | 10,708,900 |   |  |   |          
|Capital redemptions                                  |  | (637.632         | ) |  |                 | (7,113,428 | )             |       |        |                         |   |          |  |   | (7,113,428 | ) |  |   |          
|                                                     |  |                  |   |  |                 |            |               |       |         |                         |   |           |  |   |            |   |  |   |          
|Partners capital, December 31, 2003 (b)             |  | 4,383.242        |   |  | $               | 51,944,007 |               |       | 196.580 |                         | $ | 2,329,588 |  | $ | 54,273,595 |   |  | $ | 11,850.59
|                                                     |  |                  |   |  |                 |            |               |       |         |                         |   |           |  |   |            |   |  |   |          

---

|(a) | See Note 3  Capital Accounts
|--- | -----------------------------

|(b) | See Note 3  Redemption of Units
|--- | --------------------------------



See accompanying notes to financial statements.



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##### Table of Contents

Tudor Fund For Employees L.P.



Notes to Financial Statements



December 31,
2003, 2002, and 2001



1. Organization



Tudor Fund For Employees L.P. (the Partnership) was organized under the Delaware
Revised Uniform Limited Partnership Act (the Act) on November 22, 1989, and commenced trading operations on July 2, 1990. Second Management LLC (the General Partner) is the general partner of the Partnership. Tudor Investment
Corporation (TIC), an affiliate of the General Partner, acts as the trading advisor of the Partnership. The Partnerships trading approach and resulting positions are also utilized by the proprietary and other customer accounts of
TIC and its affiliates. The General Partner is registered with the Commodity Futures Trading Commission as a Commodity Pool Operator and a Commodity Trading Advisor and is a member of the National Futures Association in such capacities. Ownership of
limited partnership units is restricted to either employees, principals or affiliates of TIC.



The objective of the Partnership is to realize capital appreciation through speculative trading of futures, forwards, equity and interest rate swaps, option contracts, and other derivative instruments, including
commodity interests (collectively, derivative contracts). The Partnership will terminate on December 31, 2010 or at an earlier date if certain conditions occur as outlined in the Second Amended and Restated Partnership Agreement dated as
of May 22, 1996 (the Limited Partnership Agreement).



Duties of
the General Partner



The General Partner acts as the Commodity Pool
Operator of the Partnership and is responsible for the selection and monitoring of the Commodity Trading Advisors used by the Partnership. The General Partner is also responsible for the performance of all administrative services necessary to the
Partnerships operations.



Service Agreement



The Partnership has entered into an agreement with Citco Fund Services (USA) Inc. (the
Service Company), under which the Service Company provides necessary accounting services to the Partnership, including maintenance of the financial books and records.



2. Summary of Significant Accounting Policies



The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.



Revenue Recognition



Trading activities, including related revenues and expenses, are recorded on a trade date basis. Interest income and expense are recorded on
an accrual basis.



Brokerage commissions represents all brokerage commissions,
exchange, National Futures Association and other fees incurred in connection with the execution and clearance of derivative instruments. Commissions on transactions are recorded on an execution basis and are included in brokerage commissions in the
statements of operations.



Derivative Contracts



In the normal course of business, the Partnership enters into derivative contracts for
trading. Typically, derivatives serve as components of the Partnerships investment strategies and are utilized primarily to structure portfolio transactions to economically match the investment objectives of the Partnership.



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##### Table of Contents

2. Summary of Significant Accounting Policies (continued)



The Partnership values derivative contracts on the statement of financial condition at
independent market values when readily available from major exchanges. Otherwise, valuations are based on independent broker quotations or pricing models that consider the time value of money, volatility, and the current market and contractual
prices of the underlying financial instruments. Changes in values of derivative contracts are included in the statements of operations.



Assets and liabilities at December 31, 2003 and 2002 relating to the Partnerships derivative contracts are recorded on the statements of financial condition on a
net basis for counterparties with master agreements with netting provisions. On the condensed schedules of investments, derivatives are presented net by type of derivative contract, considering long and short contracts separately.



The fair value of the Partnerships assets and liabilities that qualify as financial
instruments under Statement of Financial Accounting Standards No. 107, Disclosures About Fair Value of Financial Instruments, approximates the carrying amounts presented in the statements of financial condition.



Cash and Cash Equivalents



Cash and cash equivalents consists of cash and overnight time deposits held at banks of
$49,000,000 and $42,400,000 with one European bank as of December 31, 2003 and 2002. At December 31, 2003 and 2002, there were no significant foreign currency balances.



Due From Brokers



Due from brokers consists primarily of cash balances carried as margin deposits for trading purposes. When legal right of offset exists, the Partnership nets cash
collateral received or pledged against the contractual commitment asset or liability, and this net amount is included in due from brokers. Also included are unrealized gains and losses on open futures, forward and swap contracts. Due from brokers
consists primarily of balances with U.S. brokers.



Incentive Fee



The Partnership pays TIC, as trading advisor, an incentive fee equal to
12% of the Net Trading Profits (as defined in the Limited Partnership Agreement), earned as of the end of each fiscal quarter of the Partnership (or upon withdrawal). Since inception of the TIC 401(k) Savings and Profit-Sharing Plan (the TIC
401(k) Plan), TIC does not receive an incentive fee attributable to units of limited partnership interest held at the beginning of each month by the 401(k) Plan (Note 3).



Management Fee



The Partnership also pays TIC a monthly management fee equal to 1 /12 of 2% (2% per annum) of the Partnerships net assets (as defined in the Limited Partnership
Agreement). Since inception of the 401(k) Plan, TIC does not receive a management fee attributable to units of limited partnership interest held at the beginning of each month by the 401(k) Plan (Note 3).



Foreign Currency Translation



The functional currency of the Partnership is the United States dollar. All other currencies
are considered to be foreign. Assets and liabilities denominated in a currency other than the U.S. dollar are translated into U.S. dollars at the closing rate of exchange as reported by a major international bank. Purchases and sales of derivative
contracts, and income and expenses denominated in currencies other than U.S. dollars, are translated at the rates of exchange on the respective dates of such transactions. The resulting gains and losses from such translation are included, as part of
the underlying transactions, in the accompanying statements of operations.



Reclassifications



Certain prior period amounts have been
reclassified in the accompanying condensed schedule of investments to conform with the current year presentation.



Net Increase in Net Assets Per Unit



Net increase in net assets per unit is computed by dividing net increase in net assets by the monthly average of units outstanding at the beginning of each month.





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##### Table of Contents

2. Summary of Significant Accounting Policies (continued)



New Accounting Pronouncement



On May 15, 2003, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 150, Accounting for Certain Instruments with Characteristics of both Liabilities and Equity (SFAS 150). This Statement establishes standards for classifying and measuring as liabilities certain financial
instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. SFAS 150 requires that financial instruments that are issued in the form of shares that are mandatorily redeemable on a fixed or determinable
date or upon an event certain to occur be classified as liabilities. For SEC registrants deemed non-public entities under SFAS 150, SFAS 150 is effective for fiscal periods beginning after December 15, 2003. The Partnership will adopt
SFAS 150 on January 1, 2004. As a result of adopting the new standard, it is expected that the Partnership will reclassify limited partner capital that is redeemable upon an event certain (e.g., the death of the partner) to liabilities with
subsequent returns on the related units reflected as interest expense on the statement of operations. As of December 31, 2003, this amount is approximately $41 million. Adoption of SFAS 150 will therefore also affect the presentation of the
Partnerships net increase in net assets resulting from operations and ratios to average net assets as a result of the reclassification, but it will have no impact on the value of partner units.



3. Capital Accounts



Subscriptions and Capital Contributions



Each partner, including the General Partner, has a capital account with an initial balance equal to the amount such partner paid for its units of partnership interest.
The Partnerships net increase in net assets resulting from operations is determined monthly, and any increase or decrease from the end of the preceding month is added to or subtracted from the capital accounts of the partners based on the
ratio that the balance of each capital account bears in relation to the balance of all capital accounts as of the beginning of the month. The number of units held by the TIC 401(k) Plan will be restated as necessary for management and incentive fees
attributable to units held at the beginning of each month by the TIC 401(k) Plan to equate the per unit value of the TIC 401(k) Plans capital account with the Partnerships per unit value. The TIC 401(k) Plans equity in the
Partnership as of January 1, 2004 and 2003 was $11,123,065 and $8,670,935, respectively.



The minimum subscription amount is $1,000 for new Limited Partners. Additional capital contributions may be made in increments of $1,000. Both subscriptions and contributions may be made quarterly, at the beginning of
the respective quarter, or on a more frequent basis at the discretion of the General Partner. The purchase price of a unit will be the net asset value per unit, as defined in the Limited Partnership Agreement, at the opening of business on the first
business day of the month.



Pending Partner Additions



Pending partner additions is comprised of cash received prior to year-end for which units
were issued on January 1 of the subsequent year. Pending partner additions did not participate in the earnings or losses of the Partnership until the related units were issued.



Redemptions Payable



Units are redeemable at the discretion of each Limited Partner, within limits and subject to the terms of the Limited Partnership Agreement. Prior to July 31, 2002,
redemptions could be made only as of the last business day of any quarter upon five business days advance notice. Effective July 31, 2002, redemptions of units may be made as of the last business day of any month subject to the following
restrictions. Redemptions occurring on any month-end that is also a calendar quarter-end, require written notice of redemption that must be received by the General Partner at least five business days in advance of such redemption. Redemptions
occurring on any month-end that is not a calendar quarter-end, require written notice of redemption that must be received by the General Partner at least 15 calendar days in advance of such redemption. Redemption of units in $1,000 increments and
full redemption of all units are made at 100% of the net asset value per unit effective as of the last business day of any month, as defined in the Limited Partnership Agreement. Partial redemptions of units which would reduce the net asset value of
a Limited Partners unredeemed units to less than the minimum investment then required of new Limited Partners or such Limited Partners initial investment, whichever is less, will be honored only to the extent of such limitation.



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##### Table of Contents

4. Income Taxes



Individual partners are liable for income taxes on their share of the Partnerships income. The Partnership is not liable for any federal, state or local income
taxes.



5. Related Party Transactions



The General Partner, due to its relationship with its affiliates and certain other parties,
may enter into certain related party transactions. Bellwether Partners LLC (BPL), a Delaware limited liability company and an affiliate of the General Partner, is the Partnerships only forward contract counterparty. BPL does not
charge commissions for transacting the Partnerships foreign exchange and metal forward contracts. At December 31, 2003 and 2002, the amounts on deposit with BPL as margin for forward contracts were $2,562,105 (including $12,399 in net
unrealized gains) and $2,121,666 (including $193,850 in net unrealized gains). During 2003, 2002, and 2001, the Partnership earned interest income of $18,054, $23,336 and $33,413, from deposits of collateral with BPL.



The Partnership reimburses expenses paid by TIC relating to the operations of the
Partnership.



In the normal course of business, the Partnership has entered
into contracts which provide a variety of general indemnifications. Such contracts include those with the Partnerships Service Company, General Partner, trading advisor and certain of the Partnerships brokers and trading counterparties.
Any exposure to the Partnership under these arrangements would involve future claims that may be made against the Partnership. No such claims have occurred, nor are they expected to occur. Therefore, the Partnership has not accrued any liability in
connection with such indemnifications.



6. Risk Management



Market Risk Management



The Partnership maintains positions in derivative instruments that trade both on exchanges
and over-the-counter (OTC). The Partnership is subject to credit risk and changes in market value associated with the financial instruments that are traded. In conjunction with other customer and proprietary accounts, TIC
takes an active role in managing the Partnerships market and counterparty risks and has established formal internal control procedures that are reviewed on an ongoing basis.



TIC has developed a set of guidelines and policies that are designed to maintain risk at levels that are deemed appropriate and necessary to
achieve targeted rates of return. These guidelines and policies include quantitative and qualitative criteria for individual risk factors as well as for aggregate risk. TICs Risk Management Department, in conjunction with various senior
personnel from different disciplines throughout TIC and its affiliates, regularly assesses and evaluates the Partnerships potential exposures to market risk based on analyses performed by the department.



TIC evaluates the positions taken by the Partnership in various instruments and markets
globally and assesses the market risk associated with those positions. TIC uses a statistical technique known as Value at Risk (VaR) to assist in measuring market risk. The VaR model is a proprietary system, and is one of several tools
used to monitor and review the Partnerships trading portfolios. The VaR model projects potential losses based on a historical simulation methodology which uses two years of historical data, a one day holding period, and a 99% confidence level.
Other analytical techniques used in monitoring the Partnerships market risk include regular reviews of the Partnerships largest exposures. Additionally, regular reviews are performed of various liquidity factors, including average daily
volume, number of days to liquidate, and percentage of net assets for all individual positions.



As a writer of options, the Partnership receives a premium upon initial settlement and then bears the risk of changes in the price of the financial instrument underlying the option. The Partnerships ultimate
obligations for options written may exceed the amount recognized in the statement of financial condition.



Credit Risk Management



Derivative
instruments are bilateral agreements that result in credit exposure between counterparties. Exchange traded derivatives settle through clearing houses backed by multiple members and present relatively low credit risk. Certain derivative instruments
are traded in unregulated markets. Derivative instruments are either liquidated by entering into offsetting contracts with the same counterparty or held to maturity. For certain of these instruments the unrealized gain or loss, rather than the
contract or notional amounts, represents the present value of future net cash requirements. OTC derivatives are settled with individual counterparties and, therefore, present potential concentrated credit risk exposure.



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##### Table of Contents

6. Risk Management (continued)



TIC attempts to minimize exposure to trading counterparties and brokers through the use of bilateral collateral agreements (Collateral
Agreements) with OTC derivative counterparties and through formal credit policies and monitoring procedures. TIC has a Credit Committee, comprised of senior managers from different disciplines throughout TIC and its affiliates, which meets
regularly to analyze the credit risks associated with the Partnerships counterparties, intermediaries and service providers. A significant portion of the Partnerships positions, including cash and due from brokers, are invested with or
held at top tier banks and securities dealers. TIC establishes counterparty exposure limits and specifically designates which product types are approved for trading. TIC attempts to reduce the credit risk of the Partnership by establishing stringent
credit terms in its legal trade documentation (i.e., ISDA agreements, master netting agreements, etc.) with counterparties. In addition, TIC monitors exposure levels and actively moves collateral with counterparties to reduce exposure.



7. Derivative Contracts



The Partnership has Collateral Agreements with its counterparties whereby the Partnership
obtains and is required to pledge collateral. The Partnership monitors the value of its derivative transactions on a daily basis and will obtain or pull back excess collateral when appropriate. As of December 31, 2003 and 2002, the Partnership had
pledged $142,000 and $10,000, of cash collateral and no securities collateral. The Partnership records cash collateral posted as due from brokers. At both December 31, 2003 and 2002, the Partnership had received no cash collateral or securities
collateral under these Collateral Agreements.



The amount of net unrealized
gains on swaps, futures and forwards contracts as of December 31, 2003 is $1,885,103, which is the amount of credit risk related to these instruments before the benefit of any collateral.



8. Financial Highlights

|                                                       |  |              |           |    |      |   |           |      |  |   |          |   
|------------------------------------------------------ |  | ------------ | --------- | -- | ---- | - | --------- | ---- |  | - | -------- | --
|                                                       |  | December 31, |          
|                                                       |  | 2003         |           |    | 2002 |   |           | 2001 | 
|Per unit operating performance:                        |  |              |           |    |      |   |           |      |  |   |          |   
|Net asset value per unit, beginning of year            |  | $            | 10,834.75 |    |      | $ | 8,928.90  |      |  | $ | 7,095.78 |   
|Income from investment operations:                     |  |              |           |    |      |   |           |      |  |   |          |   
|Net operating loss                                     |  |              | (351.46   | )  |      |   | (424.01   | )    |  |   | (98.52   | ) 
|Net realized and unrealized gain on trading activities |  |              | 1,367.30  |    |      |   | 2,329.86  |      |  |   | 1,931.64 |   
|                                                       |  |              |           |    |      |   |           |      |  |   |          |   
|Total from investment operations                       |  |              | 1,015.84  |    |      |   | 1,905.85  |      |  |   | 1,833.12 |   
|                                                       |  |              |           |    |      |   |           |      |  |   |          |   
|Net asset value per unit, end of year                  |  | $            | 11,850.59 |    |      | $ | 10,834.75 |      |  | $ | 8,928.90 |   
|                                                       |  |              |           |    |      |   |           |      |  |   |          |   
|Total return:                                          |  |              |           |    |      |   |           |      |  |   |          |   
|Total return before incentive fee                      |  |              | 10.57     | %  |      |   | 24.04     | %    |  |   | 29.72    | % 
|Incentive fee                                          |  |              | (1.19     | )% |      |   | (2.70     | )%   |  |   | (2.75    | )%
|                                                       |  |              |           |    |      |   |           |      |  |   |          |   
|Total return after incentive fee                       |  |              | 9.38      | %  |      |   | 21.34     | %    |  |   | 26.97    | % 
|                                                       |  |              |           |    |      |   |           |      |  |   |          |   
|Ratios to average net assets:                          |  |              |           |    |      |   |           |      |  |   |          |   
|Net investment income                                  |  |              | .35       | %  |      |   | .73       | %    |  |   |          |   
|Net operating loss(1)                                  |  |              | (3.35     | )% |      |   | (4.31     | )%   |  |   | (1.20    | )%
|                                                       |  |              |          
|Total expenses before incentive fee                    |  |              | 3.28      | %  |      |   | 3.69      | %    |  |   | 2.75     | % 
|Incentive fee                                          |  |              | 1.19      | %  |      |   | 2.27      | %    |  |   | 2.29     | % 
|                                                       |  |              |           |    |      |   |           |      |  |   |          |   
|Total expenses including incentive fee                 |  |              | 4.47      | %  |      |   | 5.96      | %    |  |   | 5.04     | % 
|                                                       |  |              |           |    |      |   |           |      |  |   |          |   

---

|(1) | Includes incentive fees
|--- | -----------------------



The per unit operating performance, total return and ratios are computed based upon the
average units outstanding and average net assets for the Limited Partner interests (excluding 401(K) plan net assets, units and related income and expenses - see Note 2) respectively, for the years ended December 31, 2003 and 2002. Total return is
calculated as the change in the net asset value of the Limited Partner interests for the years ended December 31, 2003 and 2002. The total return and ratios calculated for an individual Limited Partner may vary based on the timing of capital
transactions. The total return and ratios for the 401(k) Plan will vary due to the timing of capital transactions and due to the fact that the 401(k) Plan is not charged management or incentive fees (Note 2). The average net assets for the Limited
Partner interests used in the above ratios is calculated by adding any redemptions payable effective at the end of the period to the Limited Partners capital for such period.



F-13