<PAGE>   1

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

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                           _______________________

                                  FORM 10-Q
      [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period 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 1-10934

                      LAKEHEAD PIPE LINE PARTNERS, L.P.
            (Exact name of registrant as specified in its charter)

     DELAWARE                                                    39-1715850    
(State or other jurisdiction of                              (I.R.S. Employer  
 incorporation or organization)                             Identification No.)

                             LAKE SUPERIOR PLACE
                           21 WEST SUPERIOR STREET
                            DULUTH, MN 55802-2067
            (Address of principal executive offices and zip code)

                                (218) 725-0100
            (Registrant's telephone number, including area code )

                           _______________________

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
                                              ---    ---

The Registrant had 20,090,000 Class A Common units outstanding as at August 11,
1997.

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

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                              TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
                        PART I. FINANCIAL INFORMATION



ITEM 1.    Financial Statements
    
             Consolidated Statement of Income
              for the three-month and six-month periods ended June 30, 1997 
              and 1996.....................................................   1
    
             Consolidated Statement of Cash Flows
              for the six-month periods ended June 30, 1997 and 1996.......   2
    
             Consolidated Statement of Financial Position
              as at June 30, 1997 and December 31, 1996....................   3
    
             Consolidated Statement of Partners' Capital
              for the six-months ended June 30, 1997.......................   4
    
             Notes to Consolidated Financial Statements....................   4
    
    
ITEM 2.    Management's Discussion and Analysis of
             Financial Condition and Results of Operations.................   6
    
    
                          PART II. OTHER INFORMATION
    
    
ITEM 6.    Exhibits and Reports on Form 8-K................................   9

SIGNATURE  ................................................................  10



When used in this document, the words "anticipate," "believe," "expect,"
"estimate," and similar expressions are intended to identify forward-looking
statements.  Such statements are subject to certain risks, uncertainties and
assumptions.  Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, believed, expected or estimated.  For
additional discussion of such risks, uncertainties and assumptions, see the
Partnership's 1996 Annual Report on Form 10-K.



<PAGE>   3
-------------------------------------------------------------------------------
PART I - FINANCIAL INFORMATION
-------------------------------------------------------------------------------
ITEM 1.  FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

                      LAKEHEAD PIPE LINE PARTNERS, L.P.
                       CONSOLIDATED STATEMENT OF INCOME

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                                         Three months ended    Six months ended
                                               June 30,             June 30,
(unaudited; dollars in millions, 
except per unit amounts)                   1997       1996      1997      1996
-------------------------------------------------------------------------------
<S>                                       <C>         <C>       <C>      <C>
Operating Revenue                         $ 66.9    $ 65.9      $135.6   $133.9
-------------------------------------------------------------------------------
Expenses
 Power                                      14.7      14.4        31.8     30.9
 Operating and administrative               15.6      13.9        31.7     30.2
 Depreciation                                9.7      10.0        19.5     19.9
 Provision for prior years' 
  rate refunds (Note 4)                        -         -           -     20.1
-------------------------------------------------------------------------------
                                            40.0      38.3        83.0    101.1
-------------------------------------------------------------------------------
Operating Income                            26.9      27.6        52.6     32.8

Interest Income                              2.8       2.4         5.1      4.6

Interest Expense                           (10.2)    (10.5)      (20.3)   (24.3)

Minority Interest                           (0.3)     (0.3)       (0.5)    (0.2)
-------------------------------------------------------------------------------

Net Income  (Note 4)                      $ 19.2    $ 19.2      $ 36.9   $ 12.9
===============================================================================

Net Income Per Unit (Note 2)              $ 0.75    $ 0.78      $ 1.46   $ 0.51
===============================================================================

Cash Distributions Paid Per Unit (Note 3) $ 0.68    $ 0.64      $ 1.36   $ 1.28
===============================================================================
</TABLE>

See accompanying notes to the consolidated financial statements.


                                       1
<PAGE>   4

-------------------------------------------------------------------------------

                      LAKEHEAD PIPE LINE PARTNERS, L.P.
                     CONSOLIDATED STATEMENT OF CASH FLOWS

-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                               Six months ended
                                                                   June 30,
(unaudited; dollars in millions)                                1997      1996
-------------------------------------------------------------------------------
<S>                                                            <C>       <C>
Operating Activities
 Net income                                                    $ 36.9    $ 12.9
 Adjustments to reconcile net income to
  cash provided from operating activities:
   Depreciation                                                  19.5      19.9
   Accrued rate refunds and related interest (Note 4)             1.9      34.0
   Other                                                          0.7         -
   Changes in operating assets and liabilities:
    Accounts receivable and other                                 5.5      (3.3)
    Materials and supplies                                       (0.2)     (0.3)
    General Partner and affiliates                               (1.8)     (2.0)
    Accounts payable and other                                   (6.8)     11.8
    Interest payable                                              2.3      (1.1)
    Property and other taxes                                     (3.4)     (4.0)
    Payment of rate refunds and related interest (Note 4)       (13.3)        -
-------------------------------------------------------------------------------

                                                                 41.3      67.9
-------------------------------------------------------------------------------

Investing Activities
 Additions to property, plant and equipment                     (32.9)    (36.6)
 Short-term investments, net                                    (25.3)    (13.5)
-------------------------------------------------------------------------------

                                                                (58.2)    (50.1)
-------------------------------------------------------------------------------

Financing Activities
 Issuance of variable rate financing                                -      31.0
 Distributions to partners                                      (33.6)    (31.4)
 Minority interest                                               (0.4)     (0.3)
-------------------------------------------------------------------------------

                                                                (34.0)     (0.7)
-------------------------------------------------------------------------------

Increase (Decrease) in Cash and Cash Equivalents *              (50.9)     17.1

Cash and Cash Equivalents at Beginning of Period                 89.6      77.0
-------------------------------------------------------------------------------

Cash and Cash Equivalents at End of Period                     $ 38.7    $ 94.1
===============================================================================
</TABLE>
* Cash equivalents are defined as all highly marketable securities with a
  maturity of three months or less when purchased.  Short-term investments are
  those marketable securities which have a maturity of more than three months
  when purchased.

See accompanying notes to the consolidated financial statements.

                                      2

<PAGE>   5
 -------------------------------------------------------------------------------

                            LAKEHEAD PIPE LINE PARTNERS, L.P.
                      CONSOLIDATED STATEMENT OF FINANCIAL POSITION

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                                                     June 30,  December 31,
(unaudited, except for December 31, 1996; dollars in millions)           1997          1996                       
-------------------------------------------------------------------------------------------
<S>                                                                  <C>         <C>
                                    ASSETS
Current Assets
  Cash and cash equivalents                                          $   38.7      $   89.6
  Short-term investments                                                109.0          83.7
  Due from General Partner and affiliates                                 0.3             -
  Accounts receivable and other                                          21.7          27.2
  Materials and supplies                                                  7.2           7.0
-------------------------------------------------------------------------------------------

                                                                        176.9         207.5
-------------------------------------------------------------------------------------------

Deferred Charges and Other                                                4.7           4.9
-------------------------------------------------------------------------------------------

Property, Plant and Equipment
  At cost                                                               916.4         884.2
  Accumulated depreciation                                             (139.5)       (120.7)
-------------------------------------------------------------------------------------------

                                                                        776.9         763.5
-------------------------------------------------------------------------------------------

                                                                     $  958.5      $  975.9
===========================================================================================

                      LIABILITIES AND PARTNERS' CAPITAL
Current Liabilities
  Due to General Partner and affiliates                              $      -      $    1.5
  Accounts payable and other                                             10.0          16.8
  Interest payable                                                        5.5           3.2
  Property and other taxes                                                7.7          11.1
  Current portion of accrued rate refunds and related interest           29.0          29.0
-------------------------------------------------------------------------------------------

                                                                         52.2          61.6

Long-Term Debt                                                          463.0         463.0
Accrued Rate Refunds and Related Interest (Note 4)                       38.9          50.3
Minority Interest                                                         1.5           1.4
Contingencies (Note 5)
-------------------------------------------------------------------------------------------

                                                                        555.6         576.3
-------------------------------------------------------------------------------------------

Partners' Capital
  General Partner                                                         2.4           1.6
  Class B Common Unitholder (units issued - 3,912,750) (Note 6)          23.1          21.7
  Class A Common Unitholders (units issued - 20,090,000) (Note 6)       377.4         376.3
-------------------------------------------------------------------------------------------

                                                                        402.9         399.6
-------------------------------------------------------------------------------------------

                                                                     $  958.5      $  975.9
===========================================================================================
</TABLE>
See accompanying notes to the consolidated financial statements.

                                      3

<PAGE>   6

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------

                        LAKEHEAD PIPE LINE PARTNERS, L.P.
                   CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL

-------------------------------------------------------------------------------------
                                                        Class B      Class A
(unaudited, except for December 31, 1996;    General     Common       Common
dollars in millions)                         Partner  Unitholder  Unitholders   Total
-------------------------------------------------------------------------------------
<S>                                          <C>        <C>         <C>       <C>

Partners' Capital at December 31, 1996       $ 1.6      $ 21.7      $ 376.3   $ 399.6

Net Income Allocation                          1.8         6.7         28.4      36.9

Distributions to Partners                     (1.0)       (5.3)       (27.3)    (33.6)
-------------------------------------------------------------------------------------

Partners' Capital at June 30, 1997           $ 2.4      $ 23.1      $ 377.4   $ 402.9
=====================================================================================
</TABLE>

See accompanying notes to the consolidated financial statements.


--------------------------------------------------------------------------------

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

--------------------------------------------------------------------------------

1. Basis of Presentation

   The accompanying unaudited consolidated financial statements have been
   prepared in accordance with United States generally accepted accounting
   principles for interim financial information and with the instructions to
   Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not
   include all the information and footnotes required by generally accepted
   accounting principles for complete financial statements.  In the opinion of
   management, they contain all adjustments, consisting of normal recurring
   adjustments and a non-recurring adjustment to the first quarter of 1996 to
   reflect a tariff rate agreement approved by the Federal Energy Regulatory
   Commission ("FERC") in October 1996, which management considers necessary to
   present fairly the financial position as at June 30, 1997 and December 31,
   1996; the results of operations for the three and six month periods ended
   June 30, 1997 and 1996; and cash flows for the six month periods ended June
   30, 1997 and 1996.  The results of operations for the six months ended June
   30, 1997 should not be taken as indicative of the results to be expected for
   the full year.  The interim financial statements should be read in
   conjunction with the Partnership's consolidated financial statements and
   notes thereto presented in the Partnership's 1996 Annual Report on Form
   10-K.

2. Net Income Per Unit

   Net income per unit is computed by dividing net income, after deduction
   of the General Partner's allocation, by the number of Class A and Class B
   Common units outstanding (24,002,750).  Net income allocated to the General
   Partner for the three and six month periods ended June 30, 1997, was $1.2
   million and $1.8 million, respectively, as compared to $0.4 million and $0.6
   million for the same periods last year.  The increase was a result of the
   additional incentive income allocated to the General Partner due to the
   increases in cash distributions per unit as provided for in the Partnership
   Agreement.


                                      4

<PAGE>   7

3. Cash Distribution

   On July 17, 1997, the Board of Directors of the General Partner announced 
   an increase of $0.10 per unit in the quarterly cash distribution.  
   Accordingly, the distribution declared for the quarter ended June 30, 1997
   was $0.78 per unit.  The distribution will be made on August 14, 1997 to
   unitholders of record on July 31, 1997.

4. Accrued Rate Refunds and Related Interest

   Results for 1996 were restated to reflect the rate refunds and related
   interest accrued in response to the 1996 tariff rate agreement entered into
   between the Partnership and customer representatives (the "Settlement
   Agreement").  Results for the three months ended June 30, 1996 reflect only
   the portion of the accrual related to the second quarter as the first
   quarter 1996 results were restated to reflect the portion related to the
   first quarter and prior years. Net income for the first quarter of 1996 was
   therefore reduced by $23.0 million, or $0.95 per unit.  As provided in the
   Settlement Agreement, refunds are being paid through a 10% reduction on
   current rates.  This reduction will continue for another two years or until
   all refunds have been made.  With the exception of interest that continues
   to accrue on the unpaid balance, all refunds due as a result of the
   Settlement Agreement were accrued and reflected in net income prior to 1997.

5. Environmental Contingencies

   The Partnership is subject to federal and state laws and regulations
   relating to the protection of the environment.  Environmental risk is
   inherent to crude oil pipeline operations and the Partnership could, at
   times, be subject to environmental cleanup and enforcement actions.  The
   General Partner manages this environmental risk through appropriate
   environmental policies and practices to minimize the impact to the
   Partnership.  To the extent that the Partnership is unable to recover
   environmental costs in its rates or through insurance, the General Partner
   has agreed to indemnify the Partnership from and against any costs relating
   to environmental liabilities associated with the pipeline system prior to
   its transfer to the Partnership in 1991.  This excludes any liabilities
   resulting from a change in laws after such transfer. The Partnership
   continues to voluntarily investigate past leak sites for the purpose of
   assessing whether any remediation is required in light of current
   regulations, and to date no material environmental risks have been
   identified.

6. Common Units

   As previously announced, the period during which the Partnership's
   Preference units had certain cash distribution priorities over the
   Partnership's Common units expired, in accordance with the terms of the
   Partnership Agreement, with the distribution paid in February 1997.  Since
   then, all Partnership units have equal rights with respect to cash
   distributions.  To more accurately reflect this status, the Preference units
   were renamed Class A Common units and the existing Common units were renamed
   Class B Common units.  This name change does not affect any Unitholder's
   ownership rights in the Partnership.  Unitholders need not exchange
   Preference unit certificates for Class A Common unit certificates, as the
   Preference unit certificates will automatically be treated as such.







                                      5

<PAGE>   8

-------------------------------------------------------------------------------

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

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1997 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1996

Net income for the six months ended June 30, 1997 was $36.9 million, or $1.46
per unit.  The first six months of last year included provisions for prior
years' rate refunds ($20.1 million) and interest ($3.2 million) recorded to
reflect the retroactive aspects of the Settlement Agreement between the
Partnership and customer representatives.  Excluding these provisions,
"recalculated" net income for the first six months of 1996 was $35.9 million,
or $1.46 per unit.  Net income for the six months ended June 30, 1997 was
slightly higher than the recalculated amount for the same period last year due
to higher operating revenue, lower interest expense and greater interest
income, partially offset by higher total operating expenses.

Operating revenue increased slightly, primarily due to a greater proportion of
heavy crude oil deliveries, up 29% to 563,000 barrels per day.  Because heavy
crude oil is more expensive to pump due to its higher viscosity, the tariff
rate for heavy crude oil is greater than that for lighter crude oils. Total
deliveries averaged 1,479,000 barrels per day for the first six months of 1997,
up 4% from the 1,424,000 averaged for the first half of last year.  System
utilization, measured in barrel miles, was essentially unchanged from last
year, despite an increase in deliveries.  This was due to a higher proportion
of shorter haul deliveries to the significant Midwest markets served by the
Partnership.

Excluding the provision for prior years' rate refunds ($20.1 million) from
1996, total operating expenses for the first six months of 1997 were slightly
higher than the same period of 1996 due to increased power costs and oil loss
expense.  Oil loss expense increased as a result of operational considerations
and volatility in crude oil prices.  Depreciation expense decreased slightly
despite growth in property, plant and equipment, due to the impact of revised
depreciation rates put in effect July 1, 1996.  The depreciation rates were
revised to better represent the expected service life of the pipeline system.

Excluding the provision for interest related to prior years rate refunds ($3.2
million), interest expense for the first six months of 1997 was less than the
same period last year due to lower interest rates and balances with respect to
rate refunds payable, partially offset by interest on increased borrowings
under the Partnership's credit facility.

THREE MONTHS ENDED JUNE 30, 1997 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1996

Net income for the three months ended June 30, 1997 was unchanged from the same
period of last year, as higher operating revenue, greater interest income and
lower interest expense were offset by higher total operating expenses.

Operating revenue increased slightly, primarily due to a greater proportion of
heavy crude oil deliveries, up 28% to 564,000 barrels per day. Total deliveries
averaged 1,457,000 barrels per day for the second quarter, up 4% from the
1,404,000 averaged for the second quarter of 1996.  System utilization,
measured in barrel miles, remained largely unchanged from 1996 for the same
reasons noted in the previous section.

Total operating expenses for the three months ended June 30, 1997 were $1.7
million greater than the corresponding period in 1996, primarily due to
increased oil losses and power costs.  Oil losses and 


                                      6

<PAGE>   9

power costs increased and depreciation and interest expense decreased for the
reasons noted in the previous section.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1997, cash, cash equivalents and short-term investments totaled
$147.7 million, down $25.6 million since December 31, 1996, as cash required
for distributions and capital expenditures exceeded cash generated from
operating activities.  Of this $147.7 million, $20.1 million ($0.78 per unit)
was set aside for the cash distribution payable August 14, 1997, with the
remaining $127.6 million available for capital expenditures, distributions or
other business needs.

Cash flow from operating activities for the first six months of 1997 decreased
$26.6 million from the corresponding 1996 period, primarily due to the payment
of accrued rate refunds and related interest in 1997 and the collection of
operating revenue in 1996 that was subject to refund.

Capital expenditures for the first half of 1997 totaled $32.9 million, of which
$14.7 million was for the expansion program consisting primarily of a new
pipeline from Superior, Wisconsin to the Chicago, Illinois area ("SEP II").
The General Partner believes that the majority of the expenditures for
construction of this new pipeline will be incurred in 1998, with completion
planned for the second half of that year.  The Partnership is considering a
number of alternatives to finance this expansion, including the use of existing
cash balances, borrowings and proceeds from the issuance of additional
Partnership units.  Excluding expenditures for the new pipeline, the
Partnership expects 1997 capital expenditures to total approximately $45.0
million.  These expenditures are expected to be financed with existing cash,
borrowed funds, and proceeds from the issuance of additional Partnership units.

GENERAL

On May 7, 1997 the Illinois Commerce Commission ("ICC") denied the
Partnership's application for a "Certificate of Public Convenience and
Necessity / Certificate in Good Standing".  This Certificate is a necessary
first step toward receiving condemnation authority, should the Partnership need
such authority, in order to purchase easements from landowners along the
Illinois portion of the new line to Chicago ("Line 14").  The ICC does not have
jurisdiction to decide whether or not the Partnership can build the new line
through Illinois.  The Partnership is continuing with its plans to build Line
14 while challenging the ICC's decision. The Partnership is currently seeking
and acquiring environmental and construction permits, which are separate from
the ICC proceedings.

Thus far, approximately 90 percent of the 455-mile Wisconsin-Illinois route has
been secured.  The remaining 10 percent of the easements needed are largely in
northeastern Illinois. Purchase orders have been placed for the initial
construction materials, and $21.8 million has been expended on SEP II thus far.
The Partnership is strongly committed to completing Line 14 to meet the needs
of both producers in western Canada and the refineries in the upper Midwest who
depend on low cost western Canadian crude oil.  With the completion of Line 14
and other facilities upstream of Superior, capacity serving the refineries in
Chicago and the upper Midwest will be increased by approximately 170,000
barrels per day. Completion of this project is a key component of further
expansions to the Interprovincial/Lakehead pipeline systems discussed below and
planned to be completed in phases over the next several years.

On April 10, 1997, the Partnership, in conjunction with its Canadian affiliate,
Interprovincial Pipe Line Inc., announced a four-stage expansion program to
increase western Canadian crude oil pipeline capacity. The expansion plan could
ultimately provide an additional 520,000 barrels per day of capacity at an
estimated cost of Cdn. $875 million. A majority of the expenditures will be
spent in Canada by Interprovincial, although approximately Cdn. $225 million,
or U.S. $170 million is projected to be 

                                      7

<PAGE>   10

spent by the Partnership. It is anticipated that this project will be completed
in stages over the period 1998  through 2005.  This project is in addition to
the Line 14 expansion described above.

The Interprovincial pipeline system in Canada includes a section which extends  
from Sarnia, Ontario, to Montreal, Quebec (the "Montreal Extension" or "Line
9").  The portion of the Montreal Extension from Sarnia to North Westover,
Ontario, is currently in west to east service.  The section from North Westover
to Montreal has been purged with nitrogen and remains available for service.
Interprovincial and a group of refiners have developed the Line 9 project so
that crude oil imported into eastern Canada, through facilities of Portland
Pipe Line Corporation and Montreal Pipe Line Limited, can be transported on
Line 9 in an east to west direction from Montreal to the major refining centers
in Ontario.  By application dated May 1, 1997, Interprovincial has petitioned
the National Energy Board of Canada ("NEB") for authorization to reverse the
direction of flow of the Montreal Extension.  A NEB hearing regarding Line 9
commenced on August 5, 1997 and a decision is expected in the fourth quarter of
1997.  A reversal of the Montreal Extension is not anticipated to have a
material adverse impact on the Partnership, as displaced volumes are expected
to be redirected to existing U.S. markets served by the Partnership.

Effective July 1, 1997, in compliance with the indexed rate ceilings allowed by 
FERC, the Partnership increased its rates for transportation approximately
1.6%. An increase in rates is allowed under terms of the Settlement Agreement,
which provides that tariff rates are subject to indexing as prescribed by FERC.
The Partnership's December 31, 1996 Form 10-K provides a more detailed
discussion of FERC regulation, the indexed rate methodology, and the Settlement
Agreement.













                                      8

<PAGE>   11

-------------------------------------------------------------------------------
PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------------


a) Exhibits

   27.1 Financial Data Schedule as of and for the six months ended June 30,
   1997.


b) Reports on Form 8-K

   No reports on Form 8-K were filed during the quarter ended June 30, 1997.












                                      9
<PAGE>   12


                                  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.




                                          LAKEHEAD PIPE LINE PARTNERS, L.P.
                                                     (Registrant)

                                    By: Lakehead Pipe Line Company, Inc.
                                        as General Partner








                                                      /s/M. A. Maki
                                    -----------------------------------------
                                                        M. A. Maki           
                                                      Chief Accountant         
                                                  (Principal Financial and 
                                                    Accounting Officer)      
                              






                                                    August 11, 1997














                                      10
<PAGE>   13

                                  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.



                                          LAKEHEAD PIPE LINE PARTNERS, L.P. 
                                                      (Registrant)           

                                     By: Lakehead Pipe Line Company, Inc. 
                                         as General Partner               








                                                   /S/ M.A. Maki
                                     ------------------------------------------
                                                       M. A. Maki               
                                                    Chief Accountant         
                                                 (Principal Financial and 
                                                    Accounting Officer)      






                                                    August 11, 1997











                                      10