<PAGE>

                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K

                /X/ Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                   For the Fiscal Year Ended: December 31, 1998

              / / Transition Report Pursuant to Section 13 or 15(d)
                      of the Securities Exchange Act of 1934

                         Commission File Number: 0-19436
                                                ---------

                       THE MILLBURN CURRENCY FUND II, L.P.
           ------------------------------------------------------------
              (Exact name of registrant as specified in its charter)

           Delaware                                              22-3117668
-------------------------------                               ----------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                       c/o MILLBURN RIDGEFIELD CORPORATION
                             411 West Putnam Avenue
                          Greenwich, Connecticut 06830
                     ----------------------------------------
                     (Address of principal executive offices)

Registrant's telephone number, including area code: (203) 625-7554

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Limited Partnership 
                                                                  Units
                                                            ------------------
                                                             (Title of class)

Indicate by check mark whether the registrant (1) 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 Regulations S-K is not contained herein, and will not be contained, to 
the best of registrant's knowledge, in definitive proxy or information 
statement incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. /X/

Aggregate market value of the voting and non-voting common equity held by 
non-affiliates as of February 28, 1999:   $1,399,606.

                       Documents Incorporated by Reference

                                     None.


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                        Page
                                                                        ----
<S>         <C>                                                         <C>
                                     PART I
Item 1.     Business..................................................    1

Item 2.     Properties................................................    3

Item 3.     Legal Proceedings.........................................    3

Item 4.     Submission of Matters to a Vote of Security Holders.......    3

                                     PART II 

Item 5.     Market for the Registrant's Common Equity and Related
            Stockholder Matters.......................................    3

Item 6.     Selected Financial Data...................................    3

Item 7.     Management's Discussion and Analysis of Financial 
            Condition and Results of Operations.......................    5

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk    8

Item 8.     Financial Statements and Supplementary Data...............    8

Item 9.     Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure.......................    8

                                      PART III

Item 10.    Directors and Executive Officers of the Registrant........    8

Item 11.    Executive Compensation....................................   10

Item 12.    Security Ownership of Certain Beneficial Owners and 
            Management................................................   10

Item 13.    Certain Relationships and Related Transactions............   10

                                       PART IV

Item 14.    Exhibits, Financial Statement Schedules and Reports on
            Form 8-K..................................................   11
</TABLE>



                                       i

<PAGE>

                                    PART I

Item 1. BUSINESS

    (a)  GENERAL DEVELOPMENT OF BUSINESS

    The Millburn Currency Fund II, L.P. (the "Partnership") is a limited 
partnership organized March 21, 1991 pursuant to a Limited Partnership 
Agreement (the "Limited Partnership Agreement"), under the Delaware Revised 
Uniform Limited Partnership Act.   The Partnership was funded through an 
offering of Limited Partnership Units (the "Units") and commenced operations 
on August 5, 1991.  The offering to the public of 200,000 Units began on 
April 5, 1991 and was completed on August 5, 1991.  The offering was 
registered under the Securities Act of 1933, as amended.  The Chicago 
Corporation acted as selling agent on a best efforts basis.  A total of 
132,478 Units was sold to the public during the initial public offering.

    The Partnership is the sole limited partner of a separate limited 
partnership (the "Trading Company") formed under the Delaware Revised Uniform 
Limited Partnership Act.  Approximately 50% of the proceeds from the offering 
of Units were invested in the Trading Company at the commencement of 
operations.  The balance of the proceeds was invested in zero coupon United 
States Treasury Notes ("STRIPS") which matured on November 15, 1996.  The 
Trading Company engages in the speculative trading of primarily currency 
futures, forward contracts and related options.  The Trading Company was 
formed to isolate the Partnership's STRIPS from risk of trading loss.  The 
Trading Company initially began speculative trading as if 100% of the 
Partnership's assets (the "Allocated Assets") were invested in the Trading 
Company.  As of December 31, 1997, all of the Partnership's assets are 
Allocated Assets.  As of August 1, 1998, the Trading Company invested the 
Allocated Assets in Millburn Currency Fund L.P., a limited partnership 
operated by Millburn Ridgefield Corporation which trades pursuant to the same 
trading program as the Partnership.  Millburn Currency Fund L.P. ("MCF") fees 
are waived with respect to the Partnership's investment, though the 
Partnership does pay its pro rata share of MCF's expenses.

    Millburn Ridgefield Corporation (the "General Partner"), a Delaware 
corporation, is the general partner of the Partnership and the Trading 
Company and performs various administrative services for the Partnership.  
The General Partner acts as the commodity trading advisor for the Trading 
Company.  The General Partner invested a total of $202,000 in the Partnership 
and the Trading Company at the outset of trading; after reflecting net income 
of $18,473 in 1991, $54,287 in 1992, ($13,391) in 1993, ($16,633) in 1994, 
$55,743 in 1995, $56,599 in 1996, $101,863 in 1997 and ($10,509) in 1998, 
this investment totaled $447,892 as of December 31, 1998.

    Pursuant to a Customer Agreement, Morgan Stanley & Co. Incorporated (the 
"Currency Dealer") acted as the primary currency dealer for the Trading 
Company.  MCF executes currency trades with Morgan Stanley & Co. as well as 
with other currency dealers.  MCF pays the Currency Dealer and other currency 
dealers "bid asked" spreads on its forward trades, as such spreads are 
incorporated into the pricing of forward contracts.  The General Partner 
monitors MCF's trades to ensure that the prices it receives are competitive.

    (b)  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

    The Partnership's business constitutes only one segment, speculative 
trading of currency futures, forward contracts and related options.  The 
Partnership does not engage in sales of goods and services.

    (c)  NARRATIVE DESCRIPTION OF BUSINESS

    The Partnership engages in the speculative trading of currency futures, 
forward contracts and related options through its limited partnership 
interest in the Trading Company and the Trading Company's investment in MCF.  
The Trading Company's sole trading advisor is the General Partner.  The 
General Partner trades the Trading Company's assets almost exclusively in 
currency forward contracts, primarily in the interbank market.  Pursuant to 
the Limited Partnership Agreement, prior to November 15, 1996, the General 
Partner received a flat-rate monthly brokerage fee equal to 0.833% of the 
Allocated Assets (a 10% annual rate).  As of November 15, 1996 the brokerage 
fee was reduced to 0.666% of the Partnership's month-end Allocated Assets (an 
8% annual rate). The General Partner also receives a profit share equal to 
15% of any new trading profit as defined, determined as of the end of each 
calendar quarter.  The quarterly profit share is calculated after deducting 
interest income and brokerage fees.  The Trading Company enters into trades 
based on the level of Allocated Assets.  The level of Allocated Assets as of 
December 31, 1998 approximates the net assets of the Partnership.

                                       1

<PAGE>

     At the commencement of the Partnership's operations, the General Partner 
invested that portion of the Partnership's assets not invested in the Trading 
Company in STRIPS in order to assure limited partners the return of 75% of 
their initial capital contributions to the Partnership at the end of 
approximately 5 years from the commencement of operations (the "Initial Time 
Horizon"). At the end of the Initial Time Horizon, November 15, 1996, when 
the STRIPS matured the General Partner gave limited partners the opportunity 
to redeem their Units at net asset value. The Partnership continues to trade 
in currency futures, forward contracts and related options. From time to time 
the General Partner may cause the Trading Company to distribute a portion of 
its trading profit to the Partnership as a means to protect such profits from 
subsequent trading losses. As of December 31, 1998 the Trading Company had 
made no such distributions.

     The Trading Company's assets are invested in Millburn Currency Fund L.P. 
which in turn deposits its assets with banks and currency forward dealers 
with which it trades and in futures brokerage accounts. A substantial 
majority of such assets are held in United States Treasury bills. As a result 
the Partnership earns a yield on approximately 95% of its available assets.

REGULATION

     Under the Commodity Exchange Act, as amended (the "CEA"), commodity 
exchanges and futures trading are subject to regulation by the Commodity 
Futures Trading Commission (the "CFTC"). National Futures Association 
("NFA"), a "registered futures association" under the CEA, is the only 
non-exchange self-regulatory organization for futures industry professionals. 
The CFTC has delegated to NFA responsibility for the registration of 
"commodity trading advisors," "commodity pool operators," "futures commission 
merchants," "introducing brokers" and their respective associated persons and 
"floor brokers." The CEA requires commodity pool operators and commodity 
trading advisors, such as the General Partner, and commodity brokers or 
futures commission merchants, such as the Currency Dealer and the General 
Partner, to be registered and to comply with various reporting and record 
keeping requirements. The CFTC may suspend a commodity pool operator's or 
trading advisor's registration if it finds that its trading practices tend to 
disrupt orderly market conditions or in certain other situations. In the 
event that the registration of the General Partner as a commodity pool 
operator or a commodity trading advisor were terminated or suspended, the 
General Partner would be unable to continue to manage the business of the 
Partnership. Should the General Partner's registration be suspended, 
termination of the Partnership might result.

     As members of NFA, the General Partner and the Currency Dealer are 
subject to NFA standards relating to fair trade practices, financial 
condition and customer protection. As the self-regulatory body of the futures 
industry, NFA promulgates rules governing the conduct of futures industry 
professionals and disciplines those professionals which do not comply with 
such standards.

     In addition to such registration requirements, the CFTC and certain 
commodity exchanges have established limits on the maximum net long or net 
short position which any person may hold or control in particular 
commodities. The CFTC has adopted a rule requiring all domestic commodity 
exchanges to submit for approval speculative position limits for all futures 
contracts traded on such exchanges. Most exchanges also limit the changes in 
futures contract prices that may occur during a single trading day. The 
Trading Company however, primarily trades currency forward contracts which 
are not subject to regulation by any United States Government agency.

     (i) through (xii) - not applicable.

     (xiii) the Partnership and the Trading Company have no employees.

     (d) Financial information about foreign and
          domestic operations and export sales
          ------------------------------------

     The Partnership does not engage in material operations in foreign 
countries (although it does trade in foreign currency forward contracts), nor 
is a material portion of its revenues derived from foreign customers.

                                       2

<PAGE>

Item 2.  PROPERTIES

         The Partnership and the Trading Company do not own or use any 
physical properties in the conduct of their business. The General Partner or 
an affiliate perform all administrative services for the Partnership and the 
Trading Company from their offices.

Item 3.  LEGAL PROCEEDINGS

         The General Partner is not aware of any pending legal proceedings to 
which either the Partnership or the Trading Company is a party or to which 
any of their assets are subject. In addition there are no pending material 
legal proceedings involving the General Partner.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.



                                  PART II

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
          RELATED STOCKHOLDER MATTERS

         (a) MARKET INFORMATION. There is no trading market for the Units, 
and none is likely to develop. Units may be redeemed upon 10 days' written 
notice at their net asset value as of the last day of any calendar quarter. 
In the event that all Units for which redemption is requested cannot be 
redeemed as of any redemption date, Units will be redeemed in the order that 
requests for redemption have been received by the General Partner.

         (b) HOLDERS. As of December 31, 1998, there were 186 holders of 
Units.

         (c) DIVIDENDS. No distributions or dividends have been made on the 
Units, and the General Partner has no present intention to make any.

         (d) RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM    
REGISTERED SECURITIES. Not applicable.

Item 6.  SELECTED FINANCIAL DATA

         The following is a summary of operations and total assets of the 
Partnership and the Trading Company on a consolidated basis for fiscal years, 
1998, 1997, 1996, 1995 and 1994.


                                       3
<PAGE>

<TABLE>
<CAPTION>

                                          For the Year      For the Year     For the Year      For the Year     For the Year
                                          Ended 12/31/98    Ended 12/31/97   Ended 12/31/96    Ended 12/31/95   Ended 12/31/94
                                          --------------    --------------   --------------    --------------   --------------
<S>                                       <C>               <C>              <C>               <C>              <C>         
Revenue:

Net realized and unrealized trading
 gain (loss), net of brokerage
 commissions of $125,801, $162,296,
 $498,741, $678,093, $772,866 and
 $1,217,730 in 1998, 1997, 1996, 1995
 and 1994, respectively                   $   (221,020)     $    350,548     $    112,269      $    241,232     $ (1,372,856)

Unrealized appreciation
 (depreciation) on STRIPS                         --                --           (134,525)          126,813         (649,559)

Accrued interest on STRIPS                        --                --            246,964           479,358          544,878

Net realized gains on
 STRIPS transactions                              --                --             20,090            15,885           26,520

Other interest income                           66,427           130,936          119,825            30,845           16,191
                                          ------------      ------------     ------------      ------------     ------------ 
     Total income (loss)                      (154,593)          481,484          364,623           894,113       (1,434,826)
                                          ------------      ------------     ------------      ------------     ------------ 
Expenses:

  Profit Share                                    --                 -0-              -0-               -0-              -0-
  Administrative expenses                       31,502            24,572           53,676            66,242           87,886
                                          ------------      ------------     ------------      ------------     ------------ 
     Total expenses*                            16,002            24,572           53,676            66,242           87,886
                                          ------------      ------------     ------------      ------------     ------------ 
  Net income (loss)                       $   (170,595)     $    456,912     $    310,947      $    827,891     $ (1,522,712)
                                          ------------      ------------     ------------      ------------     ------------ 
                                          ------------      ------------     ------------      ------------     ------------ 
Total assets                              $  1,871,489      $  2,263,838     $  2,524,307      $  6,516,573     $  7,320,125
                                          ------------      ------------     ------------      ------------     ------------ 
                                          ------------      ------------     ------------      ------------     ------------ 
Total limited partners' capital           $  1,365,729      $  1,722,984     $  1,886,615      $  5,759,049     $  6,414,677
                                          ------------      ------------     ------------      ------------     ------------ 
                                          ------------      ------------     ------------      ------------     ------------ 
Net asset value per Unit                  $     109.95           $121.94     $     102.77      $      95.30     $      85.48
                                          ------------      ------------     ------------      ------------     ------------ 
                                          ------------      ------------     ------------      ------------     ------------ 
Redemption value per Unit**               $     109.95      $     121.94     $     102.77      $      93.74     $      85.39
                                          ------------      ------------     ------------      ------------     ------------ 
                                          ------------      ------------     ------------      ------------     ------------ 
Increase (decrease) in net asset
 value per Unit                           $     (11.99)     $      19.17     $       7.47      $       9.82        $ (16.99)
                                          ------------      ------------     ------------      ------------     ------------ 
                                          ------------      ------------     ------------      ------------     ------------ 

Increase (decrease) in redemption
 value per Unit                           $     (11.99)     $      19.17     $       7.47      $       8.35     $     (10.80)
                                          ------------      ------------     ------------      ------------     ------------ 
                                          ------------      ------------     ------------      ------------     ------------ 
</TABLE>
------------
*The General Partner reimbursed the Partnership $15,500 for administrative 
expenses incurred in 1998.

** The Partnership's STRIPS were valued at the lower of cost plus accrued
interest or market value for the purpose of calculating redemption value. The
redemption value of a Unit was lower than its net asset value in prior years
because the market value of the STRIPS was higher than cost plus accrued
interest as of December 31, 1995, and 1994 due to fluctuations in market
interest rates.



                                       4
<PAGE>

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS


         Reference is made to "Item 6. SELECTED FINANCIAL DATA" and "Item 8. 
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA." The information contained 
therein is essential to, and should be read in conjunction with, the 
following analysis.

         CAPITAL RESOURCES

         The Partnership does not intend to raise any additional capital 
through borrowing and, because it is a closed-end fund, it cannot sell any 
more Units unless it undertakes a new public offering, which would require 
another registration with the Securities and Exchange Commission. Due to the 
nature of the Partnership's business, it will make no significant capital 
expenditures, and substantially all its assets are and will be represented, 
directly or indirectly through its investment in the Trading Company, by cash 
equivalents or deposits in money market funds, United States Treasury 
securities, and investments in futures, forward contracts and related options.

         The Partnership trades futures, options and forward contracts on 
currencies. Risk arises from changes in the value of these contracts (market 
risk) and the potential inability of counterparties or brokers to perform 
under the terms of their contracts (credit risk). Market risk is generally to 
be measured by the face amount of the futures positions acquired and the 
volatility of the markets traded. The credit risk from counterparty 
non-performance associated with these instruments is the net unrealized gain, 
if any, on these positions. The risks associated with exchange-traded 
contracts are generally perceived to be less than those associated with 
over-the-counter transactions, because exchanges typically (but not 
universally) provide clearinghouse arrangements in which the collective 
credit (in some cases limited in amount, in some cases not) of the members of 
the exchange is pledged to support the financial integrity of the exchange. 
In over-the-counter transactions, on the other hand, traders must rely solely 
on the credit of their respective individual counterparties. Margins which 
may be subject to loss in the event of a default, are generally required in 
exchange trading, and counterparties may require margin in over-the-counter 
markets.

         The General Partner has procedures in place to control market risk, 
although there can be no assurance that they will, in fact, succeed in doing 
so. These procedures primarily focus on (1) limiting trading to markets which 
the General Partner believes are sufficiently liquid in respect of the amount 
of trading contemplated; (2) diversifying positions among various currencies; 
(3) limiting the assets committed as margin, generally within a range of 10% 
to 35% of an account's net assets at exchange minimum margins, (including 
imputed margins on forward positions) although the amount committed to margin 
at any time may be substantially higher; (4) prohibiting pyramiding (that is, 
using unrealized profits in a particular market as margin for additional 
positions in the same market); and (5) changing the equity utilized for 
trading by an account solely on a controlled periodic basis rather than as an 
automatic consequence of an increase in equity resulting from trading 
profits. The Partnership controls credit risk by dealing exclusively with 
large, well capitalized financial institutions, such as the Currency Dealer, 
as brokers and counterparties.

         The Trading Company (and MCF) is generally required to deposit 
approximately 5% of the notional value of its forward contract positions with 
the Currency Dealer (or other currency dealers) as collateral. At any time, 
and from time to time, the Trading Company (or MCF) may have open positions 
with the Currency Dealer or other currency dealers with a total notional 
value of as much as five times the capitalization of the Partnership and 
collateral deposits of up to approximately 15% of the capital of the 
Partnership at either currency dealer.

         The Partnership's futures contracts are settled by offset in the 
futures markets and are cleared through the exchange clearinghouse function. 
Options on futures contracts are settled either by offset or by exercise. If 
an option on a future is exercised, the Partnership is assigned a position in 
the underlying futures contract which is then settled by offset. The 
Partnership's spot and forward currency transactions conducted in the 
interbank market are settled by netting offsetting positions held with the 
same counterparty; net positions are then settled by entering into offsetting 
positions and by cash payment.

         LIQUIDITY

         Prior to November 15, 1996, when the Partnership's STRIPS matured 
most if not all of the Partnership's assets, other than its interest in the 
Trading Company, were held in the form of STRIPS. STRIPS are zero-coupon 
Treasury bonds for which a liquid secondary market exists. The market value 
of STRIPS is, however, sensitive to changes in market interest

                                      5
<PAGE>

rates and an increase in interest rates would result in a decrease in the 
value of the Partnership's STRIPS. Subsequent to November 15, 1996, most if 
not all of the Partnership's assets are invested in the Trading Company which 
has invested its assets in MCF.

         The Trading Company's (and MCF's) assets are either deposited in 
cash or United States Treasury bills with the Currency Dealer or other 
currency dealers or are invested by the General Partner in United States 
Treasury bills or "customer segregated funds accounts." To the extent 
deposited as margin with the Currency Dealer or other currency dealers the 
Trading Company's (and MCF's) assets are subject to the General Partner's 
ability to close out its currency futures or forward contracts positions.

        Most, if not all of the Trading Company's (and MCF's) positions are 
in currency forward contracts. Forward contracts are not traded on a 
commodity exchange. The Trading Company (and MCF) could be prevented from 
promptly liquidating unfavorable positions, thereby subjecting the Trading 
Company to substantial losses which could exceed the margin initially 
committed to such trades. In addition, the Trading Company (or MCF) may not 
be able to execute forward contract trades at favorable prices if little 
trading in the contracts it holds is taking place. Other than these 
limitations on liquidity, which are inherent in the Partnership's currency 
trading operations, the Partnership's assets are highly liquid and are 
expected to remain so. Generally, forward contracts can be offset at the 
discretion of the General Partner. However, if the market is not liquid, it 
could prevent the timely closeout of an unfavorable position until the 
delivery date, regardless of the changes in their value or the General 
Partner's investment strategies.

         RESULTS OF OPERATIONS

         Operating results show a loss for the fiscal year ended December 31, 
1998 and a profit for the fiscal years ended December 31, 1997 and 1996.

         Total Partnership capital as of December 31, 1998, 1997 and 1996, 
equaled $1,813,621, $2,181,385 and $2,243,153, respectively. The net asset 
value per Unit as of December 31, 1998 was $109.95, a decrease in value for 
1998 of 9.8%, as of December 31, 1997 was $121.94, an increase in value for 
1997 of 18.7%, and as of December 31, 1996 was $102.77, an increase in value 
for 1996 of 7.8%. The increase (decrease) in value is calculated based on net 
asset value per Unit as of the previous December 31.

         Approximately 43% of the Partnership's loss in 1998 was due to The 
Trading Company's currency trading and investment in MCF as gross direct 
trading losses of $141,994 plus a gain of $46,775 from the investment in MCF 
less brokerage fees of $125,801 resulted in a net trading loss of $221,020. 
The Partnership earned or accrued interest of $66,427 during fiscal year 
1998. A substantial majority of the Partnership's Profits in fiscal year 1997 
was due to the Trading Company's currency trading as gross trading gains of 
$512,844 exceeded brokerage fees of $162,296 for a net trading gain of 
$350,548. The Partnership also accrued or earned interest of $130,936 during 
fiscal year 1997. A substantial portion of the Partnership's profits in 
fiscal year 1996 was due to accrued or earned interest of $246,964 on its 
STRIPS as well as accrued or earned interest of $119,825 on its other assets. 
The Trading Company's currency trading during 1996 also showed a profit as 
gross trading gains of $611,010 exceeded brokerage fees of $498,741 for a net 
trading gain of $112,269. The Partnership showed a net gain of $20,090 on 
transactions in the STRIPS and a loss of $134,525 due to depreciation in the 
value of the STRIPS.

         During fiscal year 1998, as assets in the company declined, it 
became more difficult to implement trades in the most cost-effective manner. 
Therefore, at the end of July, the assets of the trading company were 
invested in Millburn Currency Fund L.P., a limited partnership of more 
substantial size that has been managed by the General Partner since 1990. 
During fiscal year 1998, the trading company was unprofitable. Trading on 
both sides of dollar/yen produced excellent results, but these gains were 
more than offset by losses on trading the European currencies against the 
dollar. Meanwhile, gains from trading exotic currencies fell well short of 
losses occurring in cross rate trading.

         During fiscal year 1997, the Trading Company was profitable. In 
January and February, long dollar positions were profitable. In mid-February, 
the Japanese yen had begun to strengthen and the Company took long yen 
positions versus the dollar and several European currencies. An abrupt 
reversal of this pattern produced losses in both dollar and cross rate 
trading during March. In April, currency trading was generally calm. May's 
trading resulted in losses on long dollar positions against Europe which 
overwhelmed profits from cross rate trading. During June, cross rate 
positions were again profitable, while dollar trading was slightly negative. 
In July, long dollar positions versus Europe were profitable. In August

                                    6
<PAGE>

and September, a dollar decline eroded a portion of these earlier profits.  
Markets were somewhat volatile in October before the onset of a renewed 
dollar uptrend in November. The Company had losses in October followed by a 
recovery in November and December.  The majority of the gains for the year 
were produced in dollar trading, but exotics and crosses were also profitable.

      During fiscal year 1996, the Trading Company traded profitably.  As the 
year commenced, long dollar positions versus the Japanese yen and European 
currencies were quite profitable.  In February, the Fund had its worst 
decline for the year when 20 of the 21 currency positions in the portfolio 
sustained losses.  This poor performance in such a wide array of markets and 
trading strategies at the same time is highly unusual.  In March, short 
German mark positions versus a number of other European currencies produced 
losses.  In April, European exchange rates weakened broadly, and long dollar 
and yen positions versus a variety of European currencies were profitable.  
As the dollar vacillated without a trend, currency trading losses in May were 
countered by similar gains in June.  During the summer, the dollar declined 
broadly at first, before snapping back in September.  This whipsaw action 
generated cumulative currency losses during the third quarter of 1996.  As 
the U.S. currency advance gained strength during the final three months of 
1996, long dollar positions versus yen and European currencies, acquired via 
options as well as futures, proved very profitable.  At the same time, a long 
British pound position against the U.S. currency produced gains.

      Inflation is not a significant factor in the Partnership's 
profitability.

THE YEAR 2000 COMPUTER ISSUE

      Many existing computer systems use only two digits to refer to a year.  
This technique can cause the systems to treat the year 2000 as 1900, an 
effect commonly known as the "Year 2000 Problem."  The Partnership, like 
other financial and business organizations, depends on the smooth functioning 
of computer systems and could be adversely affected if the computer systems 
on which it relies do not properly process and calculate date-related 
information concerning dates on or after January 1, 2000

      The General Partner administers the business of the Partnership through 
various systems and processes maintained by the General Partner.  The General 
Partner's modifications for Year 2000 compliance are proceeding and are 
expected to be completed, with respect to mission-critical systems, by April 
1999, and, with respect to other systems, by July 1999.  The expenses 
incurred to date by the General Partner in preparing for Year 2000 compliance 
have not had a material adverse impact on the General Partner's financial 
position, and the expenses to be incurred in becoming fully Year 2000 
compliant are not expected to have a material adverse impact on the General 
Partner's financial position.  The Partnership itself has no systems or 
information technology applications relevant to its operations and, thus, has 
no expenses related to addressing the Year 2000 Problem.

      In addition to the General Partner, the Partnership is dependent on the 
capability of the various exchanges, currency dealers and other third parties 
with which the Partnership has material relationships to prepare adequately 
for the Year 2000 Problem, and its impact on their systems and processes.  
The major U.S. futures exchanges participated in the Futures Industry 
Association Y2K Beta Test during September 1998 and will participate in the 
Futures Industry Association Y2K industry-wide test for Year 2000 compliance 
during the first and second quarters of 1999.  The Futures Industry 
Association Y2K Tests are to test links with outside entities.  The currency 
dealers used by the Partnership are addressing their Year 2000 issues and 
those which are registered as Futures Commission Merchants will participate 
in the Futures Industry Association Y2K industry-wide test for Year 2000 
compliance during the first and second quarters of 1999.  The General Partner 
is currently implementing procedures to monitor the progress of currency 
dealers used by the Partnership, exchanges and other third parties with which 
the Partnership has a material relationship in addressing their Year 2000 
issues.

      The most likely and most significant risk to the Partnership associated 
with the lack of Year 2000 readiness is the failure of third parties, 
including currency dealers, exchanges, and various regulators to resolve 
their Year 2000 issues in a timely manner.  This risk could involve the 
temporary inability to transfer funds electronically or to determine the Net 
Asset Value of the Partnership, in which case it could become impossible for 
the Trading company (or MCF) to continue trading activities and redemption 
payments could be delayed until the Partnership's assets could be valued 
and/or funds could be transferred.  If the General Partner believes, prior to 
December 31, 1999, that any third party has failed to resolve a Year 2000 
issue likely to have a material adverse impact on the Partnership, the 
General Partner will attempt to close any Partnership positions carried by 
such third party or exposed to such third party's failure to resolve its Year 
2000 issue and cease trading with or through such third party until such 
issue is resolved.


                                    7
<PAGE>

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
         ABOUT MARKET RISK

         Not required. The Partnership is a "small business issuer."

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Financial statements required by this item are included in exhibit 
         13.01 hereto.

         The supplementary financial information specified by Item 302 of 
         Regulation S-K is not applicable.

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

         There were no changes in or disagreements with accountants on 
         accounting and financial disclosure.



                                  PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          (a,b) IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

         Millburn Ridgefield Corporation, the General Partner, is a Delaware 
corporation organized in May 1982 to manage discretionary accounts in futures 
and forward markets. It is the corporate successor to a futures trading and 
advisory organization which has been continuously managing assets in the 
currency and futures markets using quantiative, systematic techniques since 
1971.

         The principals and senior officers of Millburn Ridgefield 
Corporation as of December 31, 1997 are as follows:

         Harvey Beker, age 45. Mr. Beker is President, Co-Chief Executive 
Officer and a Director of Millburn Ridgefield and The Millburn Corporation, 
and a partner of ShareIn Vest Research L.P. He received a Bachelor of Arts 
degree in economics from New York University in 1974 and a Master of Business 
Administration degree in finance from NYU in 1975. From June 1975 to July 
1977, Mr. Beker was employed by Loeb Rhoades, Inc. where he developed and 
traded silver arbitrage strategies. From July 1977 to June 1978, Mr. Beker 
was a futures trader at Clayton Brokerage Co. of St. Louis. Mr. Beker has 
been employed by The Millburn Corporation since June 1978. During his tenure 
at Millburn, he has been instrumental in the development of the research, 
trading and operations areas. Mr. Beker became a principal of the firm in 
1982.

         George E. Crapple, age 54.  Mr. Crapple is Co-Chief Executive 
Officer and a Director of Millburn Ridgefield, a Director of the Millburn 
Corporation and a partner of ShareIn Vest Research, L.P. In 1966 he graduated 
with honors from the University of Wisconsin where his field of concentration 
was economics and he was elected to Phi Beta Kappa. In 1969 he graduated from 
Harvard Law School, MAGNA CUM LAUDE, where he was a member of the Harvard Law 
Review. He was a lawyer with Sidley & Austin, Chicago, Illinois, from 1969 
until April 1, 1983, as a partner since 1975, specializing in commodities, 
securities, corporate and tax law. He was first associated with Millburn 
Ridgefield in 1976 and joined Millburn Ridgefield Corporation on April 1, 
1983 on a full-time basis. Mr. Crapple is a member of the Board of Directors 
and a former Chairman of the Eastern Regional Business Conduct Committee of 
the NFA, Vice Chairman of the Board of Directors and member of the Executive 
Committee of the Managed Funds Association, a member of the Financial 
Products Advisory Committee of the CFTC and a former member of the Board of 
Directors and Nominating Committee of the Futures Industry Association.

         Gregg R. Buckbinder, age 40.  Mr. Buckbinder is Senior Vice 
President and Chief Operating Officer of Millburn Ridgefield and The Millburn 
Corporation. He graduated CUM LAUDE from Pace University in 1980 with a 
B.B.A. in accounting and received an M.S. in taxation from Pace in 1988. He 
joined Millburn in January 1998 from Odyssey Partners, L.P. where he was 
responsible for the operation, administration and accounting of the firm's 
merchant banking and managed

                                     8
<PAGE>

account businesses.  Mr. Buckbinder was employed by Tucker Anthony, a 
securities broker and dealer, from 1985 to 1990 where he was First Vice 
President and Controller, and from 1983 to 1984 where he designed and 
implemented various operations and accounting systems. He was with the public 
accounting firm of Ernst & Whinney from 1984 to 1985 as a manager in the tax 
department and from 1980 to 1983 as a senior auditor, with an emphasis on 
clients in the financial services business.  He is a Certified Public 
Accountant and a member of the American Institute of Certified Public 
Accountants.

     Mark B. Fitzsimmons, age 51.  Mr. Fitzsimmons is a Senior Vice-President 
of Millburn Ridgefield and The Millburn Corporation and a partner of Shareln 
Vest Research L.P. His responsibilities include both marketing and investment 
strategy. He graduated SUMMA CUM LAUDE from the University of Bridgeport, 
Connecticut in 1970 with a B.S. in economics.  His graduate work was done at 
the University of Virginia, where he received a certificate of candidacy for 
a Ph.D. in economics in 1973. He joined Millburn Ridgfield in January 1990 
from Morgan Stanley & Co. Incorporated where he was a Principal and Manager 
of institutional foreign exchange sales and was involved in strategic trading 
for the firm. From 1977 to 1987 he was with Chemical Bank New York 
Corporation, first as a Senior Economist in Chemical's Foreign Exchange 
Advisory Service and later as a Vice-President and Manager of Chemical's 
Corporate Trading Group. While at Chemical he also traded both foreign 
exchange and fixed income products.  From 1973 to 1977 Mr. Fitzsimmons was 
employed by the Federal Reserve Bank of New York, dividing his time between 
the International Research Department and the Foreign Exchange Department.

     Barry Goodman, age 41. Mr. Goodman is an Executive Vice-President, 
Director of Trading and Co-Director of Research of Millburn Ridgefield and 
The Millburn Corporation and a partner of ShareIn Vest Research L.P. His 
responsibilities include overseeing the firm's trading operation and managing 
its trading relationships, as well as the design and implementation of 
trading systems. He graduated MAGNA CUM LAUDE from Harpur College of the 
State University of New York in 1979 with a B.A. in economics. From 1980 
through late 1982 he was a commodity trader for E.F. Hutton & Co., Inc. At 
Hutton he also designed and maintained various technical indicators and 
coordinated research projects pertaining to the futures markets. He joined 
Millburn Ridgefield in 1982 as Assistant Director of Trading.

     Dennis B. Newton, age 47. Mr. Newton is a Senior Vice-President of 
Millburn Ridgefield. His primary responsibilities are in administration and 
marketing. Prior to joining Millburn Ridgefield in September 1991, Mr. Newton 
was President of Phoenix Asset Management, Inc., a registered commodity pool 
operator from April 1990 to August 1991. Prior to his employment with 
Phoenix, Mr. Newton was a Director of Managed Futures with Prudential-Bache 
Securities Inc. from September 1987 to March 1990. Mr. Newton joined 
Prudential-Bache from Heinold Asset Management, Inc. where he was a member of 
the senior management team.  Heinold was a pioneer and one of the largest 
sponsors of funds utilizing futures and currency forward trading.

     Grant N. Smith, age 47. Mr. Smith is an Executive Vice-President and 
Co-Director of Research of Millburn Ridgefield and The Millburn Corporation 
and a partner of ShareIn Vest Research L.P. He is responsible for the design, 
testing and implementation of quantitative trading strategies, as well as for 
planning and overseeing the computerized decision-support systems of the 
firm. He received a B.S. degree from the Massachusetts Institute of 
Technology in 1974 and a M.S. degree from M.I.T. in 1975. While at M.I.T. he 
held several teaching and research positions in the computer science field 
and participated in various projects relating to database management. He 
joined Millburn Ridgefield in 1975.

     Malcolm H. Wiener, age 63. Mr. Wiener is the founder of Millburn 
Ridgefield, The Millburn Corporation and ShareIn Vest Research L.P., serves 
as an adviser to these entities and is a major investor in funds managed by 
Millburn Ridgefield and ShareIn Vest Research L.P. He does not, however, have 
investment or operational authority or responsibility for any of these 
entities or supervisory authority over their officers or employees. Mr. 
Wiener graduated MAGNA CUM LAUDE from Harvard College in 1957, where his 
field of concentration was Economics and he was elected to Phi Beta Kappa. 
From 1957 to 1960 he served as an officer in the United States Navy. Mr. 
Wiener graduated from the Harvard Law School in 1963 and practiced law in New 
York City specializing in corporate law and financial transactions until 
1973. Mr. Wiener began research on and the trading of futures contracts 
pursuant to systematic trading methods and money management principles in 
1971 and the management on a full time basis of private funds in this area in 
1973. He is the author of numerous papers on the history of trade and is a 
member of the Council on Foreign Relations. He serves on the boards or 
visiting committees of various non-profit institutions including the Kennedy 
School of Government and the Wiener Center for Social Policy at Harvard 
University, the Harvard Art Museums, the Metropolitan Museum in New York, the 
Museum of Fine Arts in Boston, the American School of Classical Studies in 
Athens and the Council on Economic Priorities in New York.

                                    9
<PAGE>

          The Partnership and the Trading Company have no directors or 
executive officers.  The Partnership and the Trading Company are controlled 
and managed by the General Partner.  There are no "significant employees' of 
the Partnership.

Item 11.  EXECUTIVE COMPENSATION

          The Partnership and the Trading Company have no directors or 
officers.  None of the directors or oficers of the General Partner receive 
"other compensation" from the Partnership or the Trading Company.  The 
General Partner makes all trading decisions on behalf of the partnership and 
the Trading company.  The General Partner receives monthly brokerage 
commissions of 0.666% of the Allocated Assets and a quarterly profit share of 
15% of any new trading profit.  

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          (a)  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

          The Partnership knows of no person who owns beneficially more than 
5% of the Units.  All of the Partnership's general partnership interest is 
held by the General Partner.

          (b)  SECURITY OWNERSHIP OF MANAGEMENT

          Under the terms of the Limited Partnership Agreement, the 
Partnership's affairs are managed by the General Partner which has 
discretionary authority over the Trading Copany's currency trading.  The 
General Partner's general partnership interest was valued at $447,892 as of 
December 31, 1998, 24.7% of the Partnership's total equity, the equivalent of 
4,073.597 Units.

          Harvey Beker, the Co-Chief Executive Officer of the General 
Partner, owns a single Unit in the Partnership.  The value of his interest as 
of December 31, 1997 is $109.95

          (c)  CHANGES IN CONTROL

          None

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          See "Item 11.  EXECUTIVE COMPENSATION" and Item 12.  SECURITY 
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."  The Trading Company 
allocated to the General Partner $125,801, $162,296 and $498,741 in brokerage 
commissions and $0, $0 and $0 in profit share for fiscal years  1998, 1997 
and 1996, respectively.  The General Partner's general partnership interest 
showed an allocation of, gain (loss) of $(10,509), $101,863 and $56,599 in 
fiscal years 1998, 1997 and 1996, respectively.


                                    10

<PAGE>

                                  PART 1V

Item 14. EXHBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K

         (a)(1) FINANCIAL STATEMENTS

       The following financial statements are included herewith as exhibit 
13.01.

<TABLE>
<CAPTION>
                                                                         Page
                                                                         ----
              <S>                                                        <C>
              Affirmation of Millburn Ridgefield Corporation..........    F-1
              Report of Independent Accountants.......................    F-2
              Statements of Financial Condition as of
               December 31, 1998 and 1997.............................    F-3
              Statements of Operations for the years ended
               December 31, 1998, 1997 and 1996.......................    F-4
              Statement of Changes in Partners' Capital for the
               year ended December 31, 1998, 1997 and 1996............    F-5
              Notes to Financial Statements...........................    F-6
</TABLE>
       (a)(2) FINANCIAL STATEMENT SCHEDULES
              ------------------------------

       All Schedules are omitted for the reason that they are not required, 
are not applicable, because equivalent information has been included in the 
financial statemetns or thenotes thereto.

       (a)(3) EXHIBITS AS REQUIRED BY ITEM 601 OF REGULATION S-K

<TABLE>
<CAPTION>

              DESIGNATION      DESCRIPTION
             <S>               <C>

              1.01             Form of Selling Agreement among the Partnership, the General Partner,
                               the Currency Dealer and The Chicago Corporation.

              3.01             Form of Limited Partnership Agreement of the Partnership (included as Exhibit A
                               to the Prospectus).

              3.02             Certificate of Limited Partnership of the Partnership.

             10.01             Form of Subscription Agreement and Power of Attorney.

             10.02             Form of Foreign Exchange Customer Agreement among the Trading Company and the
                               Currency Dealer.

             10.03             Escrow Agreement among the Partnership, The Chicago Corporation and 
                               Harris Trust and Savings Bank.

             10.04             Form of Commodity Customer Services Agreement between the General Partner and
                               Phoenix Asset Management, Inc.

</TABLE>

     THE ABOVE EXHIBITS ARE INCORPORATED HEREIN BY REFERENCE FROM AMENDMENT 
NO. 3 TO THE REGISTRATION STATEMENT (FILE NO. 33-34485) FILED ON MARCH 28, 
1991 ON FORM S-1 UNDER THE SECURITIES ACT OF 1933.

             The following exhibits are filed herewith.

             13.01  1998 Report of Independent Accountants
             27.01  Financial Data Schedule

                                       11

<PAGE>


(b)  Reports on Form 8-K

No report on Form 8-K was filed by the Partnership during the quarter ended 
December 31, 1998.


                                       12
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized, in the City of 
Greenwich and State of Connecticut on the 26th day of March, 1999.

                                       THE MILLBURN CURRENCY FUND, II, L.P.

                                       By: Millburn Ridgefield Corporation,
                                                 General Partner

                                       By /s/ Harvey Beker
                                          -------------------------------
                                              Harvey Beker
                                              President

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

                              Title with
Signature                     General Partner                    Date
---------                     ---------------                    ----


By /s/ Harvey Beker           President, Co-Chief                March 26, 1999
   ---------------------      Executive Officer and Director
       Harvey Beker           (Principal Financial and 
       President               Accounting Officer)

By /s/ George E. Crapple      Co-Chief                           March 26, 1999
   ---------------------      Executive Officer and Director
       George E. Crapple      (Principal Executive Officer)

     (Being the principal executive officer, the principal financial and 
accounting officer, and a majority of the directors of Millburn Ridgefield 
Corporation)

Millburn Ridgefield Corporation                                  March 26, 1999
General Partner of Registrant

By /s/ Harvey Beker
   -------------------------------
       Harvey Beker
       President


                                       13