<PAGE>

================================================================================

                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                      __________________________________


(Mark One)

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

     For the quarter ended June 30, 1997

                                      OR

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

     For the transition period from _________________ to _________________

     Commission file number 1-10877


                         TERRA NITROGEN COMPANY, L.P.
            (Exact name of registrant as specified in its charter)

                Delaware                                73-1389684
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)

              Terra Centre
     PO Box 6000, 600 Fourth Street
            Sioux City, Iowa                            51102-6000
(Address of principal executive office)                 (Zip Code)

                        Registrant's telephone number:
                                (712) 277-1340

  At the close of business on August 4, 1997, there were 18,501,576 Common Units
outstanding.



  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.
 X   Yes        No
----       ----

================================================================================
                                       1
<PAGE>

                        PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                         TERRA NITROGEN COMPANY, L. P.
                          CONSOLIDATED BALANCE SHEETS
                                (In Thousands)

<TABLE>
<CAPTION>
                                                     June 30,      December 31,     June 30,
                                                       1997            1996           1996
                                                    -----------    ------------    -----------
                                                    (Unaudited)                    (Unaudited)
<S>                                                 <C>            <C>             <C> 
Assets                                                                          
    Current assets:                                                             
        Cash and cash equivalents                    $ 74,396        $ 46,762        $ 80,096
        Accounts receivable                             1,291          11,054          26,421
        Inventory - finished products                  24,039          15,209          14,901
        Inventory - materials and supplies             17,485          14,489          10,143
        Distribution reserve fund                         -            18,480             -
        Prepaid expenses                                1,890           2,353           4,532
                                                     --------        --------        --------
    Total current assets                              119,101         108,347         136,093
                                                                                
    Net property, plant and equipment                 169,873         172,771         172,967
                                                                                
    Distribution reserve fund                             -               -            18,480
    Other assets                                       17,007          25,550          11,764
                                                     --------        --------        --------
                                                                                
    Total assets                                     $305,981        $306,668        $339,304
                                                     ========        ========        ========
                                                                                
Liabilities and partners' capital                                               
                                                                                
    Current liabilities:                                                        
        Accounts payable and accrued liabilities     $ 42,792        $ 51,730        $ 33,065
        Customer prepayments                              821           5,936           3,885
        Current portion of long-term debt and                                   
          capital lease obligations                     1,047           1,162           1,407
                                                     --------        --------        --------
    Total current liabilities                          44,660          58,828          38,357
                                                                                
    Long-term debt and capital lease obligations        9,700           3,036           3,747
    Other long-term obligations                         1,060           1,060           1,059
    Partners' capital                                 250,561         243,744         296,141
                                                     --------        --------        --------
                                                                                
    Total liabilities and partners' capital          $305,981        $306,668        $339,304
                                                     ========        ========        ========
</TABLE> 

See accompanying notes.


                                        2

<PAGE>

                         TERRA NITROGEN COMPANY, L.P.
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)
                    (In Thousands, Except Per Unit Amounts)

<TABLE>
<CAPTION>
                                                       Three Months Ended       Six Months Ended
                                                            June 30,               June 30,
                                                      --------------------    --------------------
                                                        1997        1996        1997        1996
                                                      --------    --------    --------    --------
<S>                                                   <C>         <C>         <C>         <C> 
Revenues                                              $105,175    $106,198    $179,220    $195,502
Other income                                               426          40         560         184
                                                      --------    --------    --------    --------
Total revenues                                         105,601     106,238     179,780     195,686
Cost of goods sold                                      60,254      49,681     102,763      84,923
                                                      --------    --------    --------    --------
Gross profit                                            45,347      56,557      77,017     110,763
Operating expenses                                       3,232       3,322       6,202       6,357
                                                      --------    --------    --------    --------
Operating income                                        42,115      53,235      70,815     104,406
Interest expense                                          (584)       (120)     (1,018)      (246)
Interest income                                          1,406       1,567       2,932       3,520
                                                      --------    --------    --------    --------
Net income                                            $ 42,937    $ 54,682    $ 72,729    $107,680
                                                      ========    ========    ========    ========
Net income allocable to limited partners' interest    $ 22,911    $ 32,861    $ 50,086    $ 70,059
                                                      ========    ========    ========    ========
Net income per limited partnership unit               $   1.24    $   1.74    $   2.68    $   3.72
                                                      ========    ========    ========    ========
</TABLE> 

See accompanying notes.


                                        3

<PAGE>

                         TERRA NITROGEN COMPANY, L.P.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                (In Thousands)

<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                                       June 30,
                                                                 --------------------
                                                                   1997        1996
                                                                 --------    --------
<S>                                                              <C>         <C> 
Operating activities:
    Net income                                                   $ 72,729    $107,680
    Adjustments to reconcile net income to net
      cash provided by operating activities:
        Depreciation and amortization                               5,898       5,643
        Amortization of deferred finance fees                         -            19
        Changes in operating assets and liabilities:
            Receivables                                             9,763       2,005
            Inventories                                           (11,826)     (2,961)
            Prepaid expenses                                          463       1,469
            Accounts payable, accrued liabilities and
              customer prepayments                                (14,053)     (8,055)
            Other                                                   8,625       3,932
                                                                 --------    --------
Net cash provided by operating activities                          71,599     109,732

Net cash used in investing activities:
    Capital expenditures                                           (3,081)     (2,682)

Financing activities:
    Distribution reserve fund                                      18,480         -
    Borrowings under revolving credit agreement                     7,000         -
    Repayment of long-term debt and capital lease obligations        (451)       (548)
    Redemption of Senior Preference Units                          (6,605)        -
    Partnership distributions                                     (59,308)    (97,896)
                                                                 --------    --------
Net cash provided by (used in) financing activities               (40,884)    (98,444)
                                                                 --------    --------
Net increase in cash and cash equivalents                          27,634       8,606
Cash and cash equivalents at beginning of period                   46,762      71,490
                                                                 --------    --------
Cash and cash equivalents at end of period                       $ 74,396    $ 80,096
                                                                 ========    ========
</TABLE>

See accompanying notes.


                                        4

<PAGE>
 
                         TERRA NITROGEN COMPANY, L.P.
                                        
            Notes to Consolidated Financial Statements (Unaudited)


1.   Basis of Presentation

     The consolidated financial statements contained herein should be read in
conjunction with the consolidated financial statements and notes thereto
contained in the Terra Nitrogen Company, L.P. ("TNCLP") Annual Report on
Form 10-K for the year ended December 31, 1996. TNCLP and its operating
partnership subsidiary, Terra Nitrogen, Limited Partnership (the "Operating
Partnership"), are referred to herein, collectively, as the "Partnership".

     The accompanying unaudited consolidated financial statements reflect all
adjustments which are, in the opinion of management, necessary for the fair
statement of the results for the periods presented.  All of these adjustments
are of a normal and recurring nature.  Results for the quarter are not
necessarily indicative of future financial results of the Partnership.

     Net income per limited partnership unit is computed by dividing net income,
less a 31% and 35% share allocable to the General Partner for the six months
ended June 30, 1997 and 1996, respectively, by 18,501,576 and 18,808,778 limited
partner units for the 1997 and 1996 periods, respectively.  The net income
allocated to the General Partner decreased to 31% during the six months ended
June 30, 1997 due to the reduction in Available Cash distributed to the General
Partner. According to the Agreement of Limited Partnership of TNCLP, net income
is allocated to the General Partner and the Limited Partners in each taxable
year in the same proportion as Available Cash for such taxable year was
distributed to the General Partner and the Limited Partners. Distributions of
Available Cash are made 98% to the Limited Partners and 2% to the General
Partner, except that the General Partner is entitled, as an incentive, to larger
percentage interests (up to 50%) to the extent that distributions of Available
Cash exceed specified target levels.  Available Cash for the six months ended
June 30, 1997 decreased $25.5 million from the six months ended June 30, 1996
due primarily to lower net income in 1997.

2.   Distributions to Unitholders

     The Partnership makes quarterly cash distributions to Unitholders and the
General Partner in an amount equal to 100% of its Available Cash (as this and
other capitalized terms are defined in the Partnership Agreement).  The Reserve
Amount of $18.5 million was distributed out of Available Cash on May 27, 1997 to
holders of the Common Units.  Since the SPUs were redeemed on May 27, 1997 (see
"Redemption of SPUs" below), the Reserve Amount is no longer required to be
maintained.

                                       5
<PAGE>
 
     The quarterly cash distributions paid to the Units and to the General
Partner applicable to 1997 and 1996 were as follows:

<TABLE>
<CAPTION>

                                Senior Preference Units            Common Units              General Partner
                               -------------------------     ------------------------    ------------------------
                                Total (000s)  $ Per Unit     Total (000s)  $ Per Unit    Total (000s)  $ Per Unit
                               -------------  ----------     ------------  ----------    ------------  ----------
<S>                               <C>            <C>            <C>           <C>          <C>             <C>
1997:
   First Quarter                  $   186        $.605          $27,789       $1.50         $10,440        --
   Second Quarter                     186         .605           18,872        1.02           1,835        --


1996:
   First Quarter                   26,046         1.91            9,880        1.91          18,290        --
   Second Quarter                  22,227         1.63            8,431        1.63          13.022        --
   Third Quarter                   33,000         2.42           12,517        2.42          27,883        --
   Fourth Quarter                  24,136         1.77            9,155        1.77          15,658        --
</TABLE>

     The distributions paid in the first and second quarters of 1997 to the
holders of the SPUs represented an amount equal to the minimum quarterly
distribution ("MQD") for each quarter. Nonconverting SPU holders were not
entitled to participate in cash distributions in excess of the MQD after
December 31, 1996.

3.   Cash and cash equivalents

     The Partnership has a demand deposit with an affiliate that represents
excess Partnership cash deposited with Terra Capital, Inc., the parent of the
General Partner.  The deposit is due on demand and at June 30, 1997 the interest
rate was 6.5%. The amount of the demand deposit included in cash and cash
equivalents was $73.8 million at June 30, 1997.

4.   Conversion of SPUs

     Pursuant to the provisions of the Agreement of Limited Partnership of
TNCLP, the Preference Period for TNCLP ended on December 31, 1996. For a 90-day
period commencing on December 31, 1996,  the holders of all SPUs had the right
to elect to convert their SPUs into Common Units on a one-for-one basis,
effective as of the Senior Conversion Date, by delivering to the General Partner
a conversion notice.  Any SPUs for which a conversion notice was not received
during such 90-day period remained SPUs. Those units that remained SPUs were
entitled to the MQD, but did not participate with the Common Units in any
additional distributions after December 31, 1996.

     As of March 31, 1997 (the end of the Conversion Period) holders of
13,329,162 SPUs converted their units to Common Units and 307,202 units remained
SPUs.  The Common Units began trading on the New York Stock Exchange on April 1,
1997 under the symbol TNH.

                                       6
<PAGE>
 
5.   Redemption of SPUs

     Pursuant to the provisions of the Agreement of Limited Partnership, on May
27,  1997, the Partnership redeemed all SPUs that did not convert to Common
Units.  The redemption price was $21.50 per unit.  On May 27, 1997, the SPUs
received the MQD of $.605 per unit for the quarter ended March 31, 1997, in
addition to the redemption price.  The SPUs traded on the New York Stock
Exchange under the symbol TNH PRCL from April 1, 1997 until May 27, 1997.

     The Partnership funded the redemption of the SPUs with borrowings under its
revolving credit agreement.  The Partnership has classified this borrowing as
long-term debt since the Partnership has the ability under its credit agreement,
and the intent, to maintain this obligation for longer than one year.

6.   Natural gas costs

     The Partnership's natural gas procurement policy is to effectively fix or
cap the unit cost of approximately 40-80% of its natural gas requirements for
the upcoming 12 months and up to 50% of its natural gas requirements for the
subsequent two-year period using supply contracts, financial derivatives and
other forward pricing techniques in an attempt to gain some protection against
natural gas price increases on the spot market. Consequently, if natural gas
prices were to increase in a future period, the Partnership may benefit from
these forward pricing techniques; however, if natural gas prices were to
decline, the Partnership may incur costs above the spot market price as a result
of such policies.

     The settlement dates for such financial instruments are scheduled to
coincide with gas purchases during future periods.  These instruments are based
on a designated price, which is referenced to market natural gas prices or
appropriate NYMEX futures contract prices.  The Partnership frequently uses
prices at the Henry Hub in Louisiana, the most common and financially liquid
location of reference for financial derivatives related to natural gas; however,
natural gas supplies for the Partnership's two production facilities are
purchased from various suppliers at locations that are different from Henry Hub.
This creates a location basis differential between the contract price and the
physical price of natural gas.  Accordingly, the use of financial derivatives
may not exactly offset the change in the price of physical gas.

     As of June 30, 1997, the Partnership had effectively fixed or capped the
price of a substantial portion of its natural gas requirements for 1997 and
1998, consistent with its policy mentioned above. Unrealized gains from forward
pricing positions totaled $13.3 million and $37.5 million as of June 30, 1997
and 1996, respectively.

     For the first half of  1997, natural gas hedging activities produced cost
savings of $11.1 million compared with savings of $22.8 million for the 1996
period.

                                       7
<PAGE>
 
7.   Hedging

     During 1997, the Partnership recorded hedging gains or losses based on a
pooled resources concept with Terra Capital, Inc.  During 1997, hedging gains
and losses were allocated to each manufacturing plant based on budgeted gas
usage for such plant.  Prior to 1997, hedging gains and losses were specifically
identified with a particular plant based on contractual arrangements for that
plant.  The impact of this change in accounting for hedging gains and losses did
not have a material impact on the consolidated financial position or results of
operations for the quarter or six months ended June 30, 1997.

8.   New accounting standards

     In June 1996, The Financial Accounting Standards Board issued SFAS No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities", which establishes accounting and reporting standards for such
transfers.  The Partnership adopted SFAS No. 125 effective January 1, 1997 and
there was no material impact on the Partnership's consolidated financial
position or results of operations.

                                       8
<PAGE>


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


Results of Operations

Three months ended June 30, 1997, compared with the three months ended June 30,
1996

Volumes and prices for the three month periods ended June 30, 1997 and 1996 were
as follows:

<TABLE>
<CAPTION>
                              1997                        1996
                    ------------------------    ------------------------
                      Sales        Average        Sales        Average
                     Volumes      Unit Price     Volumes      Unit Price
                    (000 tons)     ($/ton)      (000 tons)     ($/ton)
                    ----------    ----------    ----------    ----------
        <S>         <C>           <C>           <C>           <C>
        Ammonia        169           189           136           192
        UAN            556            94           595           103
        Urea           134           156           112           169
</TABLE>

     Revenues for the quarter ended June 30, 1997 were virtually unchanged from
the comparable 1996 quarter as lower sales prices were offset by higher ammonia
and urea sales volumes. Prices for all products were down between 2% and 8%
compared with the prior year quarter, while ammonia and urea sales volumes
increased 24% and 20%, respectively. Wet weather in the first quarter of 1997
shifted some sales, particularly of ammonia, into the second quarter. Favorable
weather and increased planted acres of corn led to higher sales volumes of
ammonia and urea during the second quarter of 1997.

     Cost of goods sold as a percentage of revenues increased to 57% for the
1997 quarter from 47% in the 1996 period as a result of higher natural gas costs
and lower product prices. The Partnership's natural gas costs increased 34% over
the prior year quarter. The Partnership's natural gas forward pricing activities
produced $8.5 million more in cost savings during the 1996 period compared with
the 1997 quarter.

     Interest expense increased $464,000 over the comparable 1996 period
primarily due to the discount on accounts receivable sold under the accounts
receivable securitization facility entered into during the third quarter of
1996. The Partnership also borrowed $7 million under its revolver during the
second quarter of 1997 to finance the redemption of the SPUs versus no
borrowings in the 1996 period.

     Interest income decreased $161,000, or 10%, compared with the 1996 period
due to lower levels of cash and short term investments.


                                       9

<PAGE>
 
Six months ended June 30, 1997, compared with the six months ended June 30, 1996

Volumes and prices for the six month periods ended June 30, 1997 and 1996 were
as follows:

<TABLE>
<CAPTION>
                                           1997                                            1996
                             --------------------------------            ----------------------------------------
                                  Sales            Average                    Sales                 Average
                                 Volumes         Unit Price                  Volumes               Unit Price
                               (000 tons)          ($/ton)                 (000 tons)               ($/ton)
                             --------------     -------------            ---------------       -----------------

<S>                                <C>               <C>                       <C>                    <C>
Ammonia                            254               195                        207                   193
UAN                                963                93                      1,146                   100
Urea                               248               164                        219                   188
</TABLE>

     Revenues for the six months ended June 30, 1997 declined $15.9 million, or
8%, compared with the same period in 1996 primarily due to lower sales prices
and lower UAN sales volumes. UAN and urea sales prices declined 7% and 13%,
respectively, compared with the 1996 period while ammonia prices were virtually
unchanged. UAN sales volumes decreased 16% in 1997 compared with the first six
months of 1996 while ammonia and urea sales volumes increased 23% and 13%,
respectively. Wet weather in the South and Southwest and carryover stocks at the
dealer level reduced UAN sales volumes and prices during 1997. Weather
conditions during 1997 were more conducive to ammonia application compared with
1996. Additionally, increased planted acres of corn contributed to higher sales
volumes for ammonia and urea.

     Cost of goods sold as a percentage of revenues increased to 57% in 1997
from 43% in 1996 primarily as a result of a 28% increase in natural gas costs
during 1997.  In addition, the Partnership's natural gas forward pricing
activities produced $11.7 million more in cost savings during 1996 compared with
1997.

     Interest expense increased $772,000 for the six months ended June 30, 1997
compared with the same period in 1996 primarily due to the discount on accounts
receivable sold under the accounts receivable securitization facility entered
into during the third quarter of 1996.  The Partnership also borrowed $7 million
under its revolver during the second quarter of 1997 to finance the redemption
of the SPUs versus no borrowings during 1996.

     Interest income declined $588,000, or 17%, compared with the 1996 period
due to lower levels of cash and short term investments.

     Capital resources and liquidity

     Net cash provided by operating activities for the first six months of 1997
was $71.6 million, a decrease of $38.1 million compared with the same period in
1996, principally due to lower net income and higher working capital
requirements. Working capital requirements increased primarily due to higher UAN
inventory levels as a result of lower UAN sales.

                                      10
<PAGE>
 
     The Partnership's principal needs for funds are for support of its working
capital, distributions to Partners, and capital expenditures. The Partnership
intends to fund such needs primarily from net cash provided by operating
activities and, to the extent permitted thereunder, from funds available under
the Operating Partnership's revolving credit facility.   During the second
quarter of 1997, the Partnership borrowed $7 million under its revolving credit
facility to fund the redemption of the SPUs.  At June 30, 1997, the Operating
Partnership had $18 million of unused borrowing capacity under its revolving
credit facility.  The Partnership believes that such sources of funds will be
adequate to meet the Partnership's working capital needs, make quarterly
distributions to Partners and fund the Partnership's capital expenditures for at
least the next twelve months.

     Quarterly distributions to the Partners of TNCLP are based on Available
Cash for the quarter as defined in the Agreement of Limited Partnership of
TNCLP.  Available Cash is defined generally as all cash receipts less all cash
disbursements, adjusted for changes in certain reserves established as the
General Partner determines in its reasonable discretion to be necessary.
Available Cash for the six months ended June 30, 1997 decreased $25.5 million
compared with the six months ended June 30, 1996 due to lower net income in 1997
partially offset by the elimination of the Reserve Amount during 1997.  On July
22, 1997, the General Partner announced a cash distribution of $44.0 million
($2.38 per Unit) to holders of the Common Units of record as of August 4, 1997,
payable on August 29, 1997,  based on Available Cash for the quarter ended June
30, 1997.  A cash distribution of $26.7 million to the General Partner was also
declared. The last quarterly cash distribution of $.605 per SPU, representing
the MQD, was paid as part of the May 27, 1997 redemption of the SPUs.  During
the first six months of 1997, the Partnership paid $59.3 million in
distributions to its Partners.

     The Available Cash for the first quarter of 1997 included $18.5 million
from the elimination of the Reserve Amount required to support four quarters of
the MQD on the SPUs.  The Reserve Amount is no longer required after the
redemption of the SPUs.

     A cash distribution of $16.6 million ($.895 per Unit) to holders of the
Common Units of record as of April 18, 1997 was paid on April 30, 1997.  A cash
distribution of $10.2 million to the General Partner was also paid.  This
distribution was the remainder of the cash distribution announced in January,
representing the balance of Available Cash for the fourth quarter of 1996. SPUs
that did not convert to Common Units were not entitled to participate in
distributions in excess of the MQD after December 31, 1996.

     Accounts receivable declined $9.8 million from the December 31, 1996
balance due to accruals at December 31, 1996 for income on gas hedges received
in January compared with no such accruals at June 30, 1997. Accounts receivable
declined $25.1 million from the June 30, 1996 balance primarily due to the
accounts receivable securitization facility entered into in the third quarter of
1996.
 
     Finished products inventory increased $8.8 million and $9.1 million from
the December 31, 1996 and June 30, 1996 balances, respectively, primarily due to
lower than anticipated UAN sales volumes during 1997.

                                       11
<PAGE>
 
     Accounts payable and accrued liabilities declined $8.9 million from the
December 31, 1996 balance primarily due to lower natural gas costs at June 30,
1997 compared with the end of 1996.

     Accounts payable and accrued liabilities increased $9.7 million from the
June 30, 1996 balance primarily due to higher natural gas costs at June 30, 1997
and due to the timing of cash transfers between the Partnership and its
affiliates.

Capital expenditures

     Capital expenditures totaled $3.1 million for the first six months of 1997.
In the remainder of 1997, the Partnership plans to spend approximately $10
million.  Plans for 1997 include urea storage and loading improvements at the
Blytheville plant and environmental control and ammonia efficiency improvements
at the Verdigris plant.

Environmental matters

     The Partnership is subject to federal, state and local environmental,
health and safety laws and regulations, particularly relating to air and water
quality.  In the course of its ordinary operations, the Partnership has and will
generate wastes which may fall within the definition of "hazardous substances"
under federal or state laws.  The Partnership's production facilities and
storage locations require ongoing operating expenditures in order to remain in
compliance with environmental regulations. These operating costs consist largely
of such items as electrical and chemical usage, waste disposal, laboratory
analysis, fees for outside consultants and contractors, and salaries for
environmental employees.

     Based on its current knowledge, the Partnership does not expect capital
expenditures relating to environmental matters to have a material adverse effect
on its results of operations, financial condition, capital resources, liquidity
or cash flow.  Nor does the Partnership expect that any further material capital
expenditures will be required to comply with existing environmental regulations.
Based on such regulations, the Partnership does not believe that it will be
required to make any material environmental remediation expenditures in the
foreseeable future.

                                       12
<PAGE>
 
                          Part II.  Other Information


Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits:

                 10.64  Amendment No. 5 dated as of May 27, 1997 to the 1995
                        Credit Agreement, filed as Exhibit 4.8 to the Terra
                        Industries Inc. Registration Statement on Form S-3 (No.
                        333-31769), is incorporated herein by reference.

                 27     Financial Data Schedule. (EDGAR Only)

         (b)  Reports on Form 8-K:
 
                 NONE.

                                       13
<PAGE>
 
                                   SIGNATURE


     Pursuant to the requirements 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.

                                         TERRA NITROGEN COMPANY, L.P.

                                     By: TERRA NITROGEN CORPORATION
                                         as General Partner


                                     By: /s/ Erik L. Slockers
                                         ---------------------------           
                                         Erik L. Slockers
                                         Vice President, Controller
                                         (Principal Accounting Officer)



Date:  August 12, 1997

                                       14