SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                  FORM 10K

	                         
       Annual report pursuant to Section 13 or 15(d) of the Securities
                           Exchange Act of 1934

         
        For the fiscal year ended       Commission File Number 0-17555
            December 31, 1998

                        Everest Futures Fund, L.P.
          (Exact name of registrant as specified in its charter)

             
                   Iowa                            42-1318186
        (State or other jurisdiction of          (I.R.S. Employer
         incorporation or organization)           Identification No.)
                                                                       
           508 North Second St., Suite 302, Fairfield, Iowa  52556
           (Address of principal executive offices)        (Zip Code)
                                                        

    Registrant's telephone number, including area code: (515) 472-5500 
                                                                

    Securities registered pursuant to Section 12(b) of the Act:  None
                                                                
    Securities registered pursuant to Section 12(g) of the Act:  
               Units of Limited Partnership Interest 
            

        Indicate by check mark whether the registrant (1) has filed all
        reports required to be filed by Section 13 or 15(d) of the
        Securities Exchange Act of 1934 during the preceding 12 months
        (or for such shorter period that the registrant was required to
        file such reports), and (2) has been subject to such filing
        requirements for the past 90 days.
                                           Yes  X        No  __
                                        
        Indicate by check mark if disclosure of delinquent filers
        pursuant to Item 405 of Regulation SK is not contained herein
        and will not be contained to the best of the Registrant's
        knowledge, in definitive proxy or information statements
        incorporated by reference in Part III of Form 10K:   [ X ]
                                                            
        The aggregate market value of the voting and non-voting common
        equity held by non-affiliates of the Registrant as of February
        28, 1999:       $51,282,654


                              Part 1
        
Item 1.  Business
        
Everest Futures Fund, L.P. (the "Partnership") is a limited
partnership organized on June 20, 1988 under the Iowa Uniform
Limited Partnership Act.  The business of the Partnership is the
speculative trading of commodity futures contracts and other
commodity interests, including forward contracts on foreign
currencies ("Commodity Interests") either directly or through
investing in other, including subsidiary, partnerships, funds or
other limited liability entities.  The Partnership commenced its
trading operations on February 1, 1989.  Its General Partner is
Everest Asset Management, Inc. (the "General Partner") a
Delaware corporation organized in December, 1987.

The Partnership was initially organized on June 20, 1988 under
the name Everest Energy Futures Fund, L.P. and its initial
business was the speculative trading of Commodity Interests,
with a particular emphasis on the trading of energy-related
commodity interests.  However, effective September 12, 1991, the
Partnership changed its name to "Everest Futures Fund, L.P." and
at the same time eliminated its energy concentration trading
policy.  The Partnership thereafter has traded futures contracts
and options on futures contracts on a diversified portfolio of
financial instruments and precious metals as well as forward
contracts on currencies.  

The initial public offering of the Partnership's Units of
limited partnership interests ("Units") pursuant to a
registration statement on Form  S-18 and Prospectus was declared
effective and commenced on or about December 6, 1988.  On
February 1, 1989, the initial offering period for the
Partnership was terminated, by which time the Net Asset Value of
the Partnership was $2,140,315.74.  Beginning February 2, 1989,
an extended offering period commenced which terminated on July
31, 1989, by which time a total of 5,065.681 Units of Limited
Partnership Interest were sold.  Effective May, 1995 the
Partnership ceased to report as a public offering.  On July 1,
1995 the Partnership recommenced the offering of its Units as a
Regulation D, Rule 506 private placement, which continues to the
present with a total of 29,728.26 additional Units sold for
$53,069,884 since July 1, 1995 through December 31, 1998.

On February 29, 1996, the Partnership amended its Agreement of
Limited Partnership permitting the Partnership to conduct its
trading business by investing in other partnerships and funds
and in subsidiary partnerships or other limited liability
entities.  Effective close of business on March 29, 1996 the
Partnership invested all of its assets in another limited
partnership, the Everest Futures Fund II L.P. ("Everest II"), a
Delaware limited partnership in which the Partnership is the
sole limited partner. As a result, the Partnership does not
currently invest directly in Commodity Interests.  Instead, the
Partnership transferred all of its assets to Everest II in
return for its Everest II limited partnership interest.  Everest
II invests directly in Commodity Interests through the Financial
and Metals Portfolio of John W. Henry & Company, Inc. ("JWH"),
an independent commodity trading advisor which had hitherto been
the advisor to the Partnership.  

The main advantage in creating Everest II was the continued
ability of Limited Partners to invest in the Financial and
Metals Portfolio of JWH.  JWH is one of the leading commodity
trading advisors in the managed futures  industry, measured both
in terms of total assets under management and historical
performance.  With approximately $2.4 billion under management,
JWH no longer accepts direct managed accounts from individual
investors.  The Partnership is currently one of only a few
investment vehicles which provide U.S. investors with access to
the JWH Financial & Metals Portfolio.  The General Partner
currently believes that retaining JWH as trading advisor for the
Partnership is important to the Partnership's continued success.
As a result, the General Partner chose to establish Everest II
as the means of retaining JWH as trading advisor.

The General Partner does not believe that the Partnership's
investment in Everest II will cause any significant or material
disadvantage to Limited Partners.  The co-general partner fee
being paid to CIS Investments, Inc. is being borne directly by
the General Partner, not by the Partnership.  All other fees and
expenses of the Partnership, except for operating expenses,
remain the same as prior to the creation of Everest II. 
Operating expenses are a semi-variable expense with respect to
the Partnership's size, and have decreased as a percentage of
Net Asset Value since the creation of Everest II given the
growth in the Partnership's assets which is due to the retention
of JWH.

Everest II has two general partners, Everest Asset Management,
Inc.  the current General Partner of the Partnership, and CIS
Investments, Inc. ("CISI"), which is a wholly-owned subsidiary
of Cargill Investor Services, Inc., the former commodity broker
of the Partnership and now the commodity broker for Everest II
(Cargill Investor Services, Inc. is hereafter referred to as the
"Commodity Broker").  CIS Financial Services, Inc. ("CISFS"), an
affiliate of the Commodity Broker, acts as the Partnership's
currency  dealer.  CISI and the General Partner are registered
with the Commodity Futures Trading Commission (the "CFTC") as
commodity pool operators and are members of the National Futures
Association (the "NFA") in such capacity.  

On September 13, 1996 the Commission accepted a voluntary filing
by the Partnership of a Form 10 - General Form for Registration
of Securities, and public reporting of Units of the Partnership
sold as a private placement commenced at that time and has 
continued to the present. 

Upon ten days written notice, a Limited Partner may require the
Partnership to redeem all or part of his Units effective as of
the close of business (as determined by the General Partner) on
the last day of any month at the Net Asset Value thereof on such
date. Notwithstanding the above, pursuant to the Amended and
Restated Agreement of Limited Partnership, the General Partner
may, in its sole discretion, and on ten days' notice, require a
Limited Partner to redeem all or part of his Units in the
Partnership as of the end of any month.  There are no additional
charges to the Limited Partner at redemption.  The Partnership's
Amended and Restated Agreement of Limited Partnership contains a
full description of redemption and distribution procedures.  The
Partnership may redeem its sole limited partnership interest in
Everest II effective as of the end of one business day after
such redemption request has been made.  Everest II's Limited
Partnership Agreement contains a full description of that
partnership's redemption and distribution procedures.

Since commencing trading operations, the Partnership has engaged
in the speculative trading of Commodity Interests and will
continue to do so until its dissolution and liquidation, which
will occur  on the earlier of December 31, 2020 or the
occurrence of any of the events set forth in Paragraph 4(a) of
the Agreement of Limited Partnership.  Such events are (i) an
election to dissolve the Partnership made by over 50% of the
Limited Partnership Units at least 90 days prior to dissolution,
(ii) withdrawal, insolvency, or dissolution of the General
Partner (unless a new general partner is substituted), (iii)
decline in the Net Asset Value of the Partnership at the close
of any business day to less than $300,000, or (iv) any event
which will make it unlawful for the existence of the Partnership
to be continued or requiring termination of the Partnership. 
The termination of Everest II shall occur on the first to occur
of the following: (i) December 31, 2025; (ii) withdrawal,
insolvency or dissolution of a General Partner or any other
event that causes a General Partner to cease to be a general
partner unless (a) at the time of such event there is at least
one remaining general partner of Everest II to carry on the
business of Everest II, or (b) within ninety (90) days after
such event, all partners agree in writing to continue the
business of Everest II and to the appointment of  one or more
managing general partners of Everest II, or any event which will
make it unlawful for the existence of Everest II to continue.

The address of the General Partner and the Partnership is 508
North Second Street, Suite 302, Fairfield, Iowa  52556, and the
telephone number is (515) 472-5500.  The General Partner changed
its name as of March 1, 1994 and amended its Certificate of
Incorporation, with no other changes, accordingly.  In
accordance with the provisions of the Commodity Exchange Act and
the rules of the NFA, the General Partner is registered as a
commodity pool operator and a commodity trading advisor, JWH is
registered as a commodity trading advisor and the Commodity
Broker is registered as a futures commission merchant, each
subject to regulation by the CFTC.  Each is also a member of the
NFA in such capacity.

The General Partner through the Partnership's participation in
Everest II, to the exclusion of the limited partners of the
Partnership (the "Limited Partners"), manages and conducts the
business of the Partnership.  Thus the General Partner (i)
selects and monitors the independent commodity trading
advisor(s) and the Commodity Broker; (ii) allocates and/or
reallocates assets of the Partnership to or from JWH and/or the
advisor(s); (iii) determines if an advisor or commodity broker
should be removed or replaced; (iv) negotiates management fees,
incentive fees and brokerage commissions; (v) determines its own
compensation with respect to management and administrative fees;
and (vi) performs such other services as the Partnership may
from time to time request, except that all trading decisions are
made by JWH and not the General Partner.  In addition, the
General Partner selects their commodity broker(s) that will
clear trades for the advisor(s).  Cargill Investor Services,
Inc. currently acts as Everest II's commodity broker and CIS
Financial Services, Inc., an affiliate of  the Cargill Investor
Services, Inc., acts as Everest II's currency  dealer.   

The General Partner is responsible for the preparation of
monthly and annual reports to the Limited Partners; filing
reports required by the CFTC, the NFA, the SEC and any other
federal or state agencies having jurisdiction over the
Partnership's operations; calculation of the Net Asset Value
(meaning the total assets less total liabilities of the
Partnership {for a more precise definition, see the Exhibit
"Form 10 - General Form for Registration of Securities"
incorporated by reference hereto}) and directing payment of the
management and incentive fees payable to JWH or the advisor(s)
under an advisory agreement(s) entered into with the commodity
trading advisor(s).

The Partnership is now the beneficial owner of the sole limited
partnership interest of Everest II.  The Partnership is not,
however, an investment company of the Partnership within the
meaning of the Investment Company Act of 1940, because (i) the
Partnership does not otherwise invest, reinvest, own, hold or
trade securities, (ii) the Partnership shall continue to hold at
least 50% of the limited partnership interest in Everest II,
(iii) the Partnership does not fall within the meaning of an
investment company under Section 3(a) of the 1940 Act, (iv) the
Limited Partners continue to have the right to remove the
General Partner of the Partnership, and (v) the Partnership
continues to have the right to remove the general partners of
Everest II. 

The General Partner does not believe that the Partnership's
investment in Everest II will cause any significant or material
disadvantage to Limited Partners.  The co-general partner fee
being paid to CISI is being borne directly by the General
Partner, not by the Partnership.  All other fees and expenses of
the Partnership, except for operating expenses, remain the same
as prior to the creation of Everest II.  Operating expenses are
a semi-variable expense with respect to the Partnership's size,
and have decreased as a percentage of Net Asset Value since the
creation of Everest II given the growth in the Partnership's
assets which is due to the retention of JWH.

As a result of the Partnership's investment in Everest II, the
majority of the Partnership's trading and operating expenses
have been transferred to Everest II.  This transfer is not
expected to have any material economic effect on the overall
fees and expenses attributable to Partnership investors. The
Partnership continues to pay its own operating expenses, but as
of the close of business on March 29, 1996, Everest II is now
obligated to pay the substantial trading and operational
expenses and to pay an incentive fee to its trading advisor. 
These expenses materially affect the net results of an
investment in the Partnership, reducing net profits and
increasing net losses.  The Partnership would have to make an
8.78% return on its investments during the initial year of a
Limited Partner's investment in the Partnership in order for a
Limited Partner to break even during the Limited Partner's first
year of investment in the Partnership.  The fees and expenses of
the Partnership and Everest II are described in more detail in
the Partnership's offering memorandum which are incorporated
herein by reference.

Everest II pays the Commodity Broker a brokerage commission
charge equal to 0.5% of the Partnership's Beginning Net Asset
Value as of the beginning of each month (approximately 6%
annually).  Approximately 80% of this amount is rebated by the
Commodity Broker to the General Partner.  From this rebated
amount, the General Partner pays CISI a monthly co-general
partner fee equal to 1/12 of 0.40% of the month-end NAV of
Everest II.  In 1998 an opinion of counsel was obtained which
permits CISI to reduce its capital account to 0.50% or less of
Everest II's NAV, and the annual rate of the monthly co-general
partner fee is now 0.25%.  If there is a material change in
Everest II's brokerage commission structure, investors and
Limited Partners will be informed in writing.  The Commodity
Broker may, in the future, increase the fee charged to Everest
II. 

The General Partner in turn pays a portion of such amount to the
Selling Agent and additional selling agents as selling
commissions.  In addition, the Partnership reimburses the
General Partner for the actual organization and offering
expenses advanced by it, not to exceed one percent of the Net
Asset Value of Units sold.  Organization and offering expenses
shall mean all expenses incurred by the Partnership or the
General Partner in connection with and in preparation to offer
and distribute the Units to investors, including, but not
limited to, expenses for traveling, printing, engraving,
mailing, salaries of employees while engaged in sales activity,
charges of transfer agents, registrars, trustees, escrow holder,
depositories, experts, expenses of qualification of the sales of
its securities under state law, including taxes and fees and
accountants' and attorneys' fees.

Everest II pays its current commodity trading advisor, John W.
Henry & Company, Inc. a monthly management fee equal to 0.333%
(approximately 4% annually) of Everest II's month-end Allocated
Assets and a quarterly incentive fee equal to 15% of Everest
II's New Net Trading Profits as of the end of each quarter.

The Commodity Broker has agreed to pay Everest II interest on
Everest II's assets (including open trade equity) deposited with
it during a month at the average of 91-day U.S. Treasury Bills
purchased by the Commodity Broker during each month.  The
Commodity Broker will retain all excess interest, if any, earned
on Everest II assets, above the amount of interest paid to
Everest II.  The interest rate to be paid by the Commodity
Broker to Everest II is a negotiated rate which has been
negotiated between the Commodity Broker and the General Partner.
 The actual interest income on Everest II's assets earned by the
Commodity Broker may be greater than or less than the negotiated
rate to be paid by the Commodity Broker to Everest II.  The
Commodity Broker will also be responsible for execution and
clearance of futures contracts (and possibly certain other
Commodity Interests).  

A selling commission of 3% of the Net Asset Value of Units sold
will be paid, unless waived in whole or in part by the General
Partner, by the Limited Partners to Capital Management Partners,
Inc. ("Capital") or the additional selling agents in connection
with the sale of the Units.  Capital is a CFTC-regulated
introducing broker, an NFA member, and an affiliate of the
General Partner.  The General Partner may pay up to 100% of the
funds it receives from the Commodity Broker to Capital and the
additional selling agents as additional selling commission.

The Partnership is obligated to pay its periodic operating
expenses and extraordinary expenses.  Although those expenses
will vary depending on the Partnership's size, it is estimated
that the periodic operating expenses will total on a combined
Partnership and Everest II basis approximately $65,000 annually.
Extraordinary expenses for these purposes include expenses
associated with significant non-recurring litigation including,
but not limited to, class action suits and suits involving the
indemnification provisions of the Agreement of Limited
Partnership or any other agreement to which the Partnership is a
party.  By their nature, the dollar amount of extraordinary
expenses cannot be estimated.  All expenses shall be billed
directly and paid for by the Partnership.  The Partnership's
operating expenses for the years 1994-1998 can be found in the
table in Item 6 below.

Neither the Partnership, the General Partner nor CISI has any
employees other than their officers and directors, all of whom
are employees of affiliated companies of the Partnership, the
General Partner, and CISI.  Rather, the General Partner, in its
capacity as a CFTC-regulated commodity pool operator, contracts
the services of research, fund administration, client support
(marketing) and management information systems and analysis to
Capital.  As of December 31, 1998 Capital had 9 employees.

The Partnership's business constitutes only one segment for
financial reporting purposes; and the purpose of this limited
partnership is to directly or indirectly through its investment
in Everest II to trade, buy, sell, spread or otherwise acquire,
hold or dispose of Commodity Interests including futures
contracts, forward contracts, physical commodities and related
options thereon.  The objective of the Partnership's business is
appreciation of its assets through speculative trading in such
Commodity Interests.  Financial information about the
Partnership's business, as of December 31, 1998 is set forth
under Items 6 and 7 herein.

For a description of commodity trading and its regulation, see
the Prospectus filed on Form S-18 and the Confidential Private
Placement Memorandum filed as part of the Form 10 and included
in the exhibits hereto. 

  The Current Offering
                        
On July 1, 1995 the Partnership reopened for investment as a
Regulation D, Rule 506 private placement offering an unlimited
amount of limited partnership interests.  On September 19, 1996
the Commission accepted a Form 10 - General Form for
Registration of Securities submitted by the Partnership thereby
making the Partnership a public reporting private placement
offering.  It also qualified the Partnership as a "publicly
offered security" as defined in the Employee Retirement Income
Security Act of 1974 ("ERISA") rules permitted it to accept
investment of an unlimited amount of plan assets as defined in
ERISA.  Hitherto, as a private placement the Partnership could
accept ERISA plan assets representing no more than 25% of the
total investment in the Partnership.  The limited partnership
interests are offered by the Selling Agent and additional
selling agents with a minimum subscription amount of $26,000
(the minimum subscription amount for employee benefit plans and
individual retirement accounts is $10,000).  

Competition

JWH and any other advisor(s) of the Partnership, its or their
respective principals, affiliates and employees are free to
trade for their own accounts and to manage other commodity
accounts during the term of the Advisory Agreement and to use
the same information and trading strategy which JWH obtains,
produces or utilizes in the performance of services for the
Partnership through its investment in Everest II.  To the extent
that JWH recommends similar or identical trades to the
Partnership and other accounts which it manages, the Partnership
may compete with those accounts for the execution of the same or
similar trades.  

Other trading advisors who are not affiliated with the
Partnership may utilize trading methods which are similar in
some respects to those methods used by JWH or any other future
Partnership's advisor(s).  These other trading advisors could
also be competing with the Partnership for the same or similar
trades as requested by the Partnership's advisor(s).  


Item 2.	Properties

The Partnership does not utilize any physical properties in the
conduct of its business.  The General Partner and CISI use the
offices of the Selling Agent and CIS respectively, at no
additional charge to the Partnership, to perform their
administrative functions, and the Partnership uses the offices
of the Selling Agent, again at no additional charge to the
Partnership, as its principal administrative offices. 


Item 3.	Legal Proceedings

The General Partner is not aware of any material pending legal
proceedings to which the Partnership or the General Partner is a
party or to which any of their assets is subject.  


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

None.  

                             PART II

 
Item 5.	Market for Registrant's Units & Related Security Holder
        Matters
        

        (a) There is no established public market for the Units and
            none is expected to develop.
           
        (b) As of December 31, 1998, there were 25,378.05 Units held by
            Limited Partners and 198.49 held by the General Partner.
            A  total of 3,273.29 Units were redeemed by Limited Partners
            and 69.50 units were redeemed by the General Partner from
            January 1, 1997 to December 31, 1998.  The Partnership's Second
            Amended and Restated Agreement of Limited Partnership contains
            a full description of redemption and distribution procedures.

        (c) To date no distributions have been made to partners of the
            Partnership.
        
The Agreement of Limited Partnership does not provide for a
regular or periodic cash distributions, but gives the General
Partner sole discretion in determining what distributions, if
any, the Partnership will make to its partners.  The General
Partner has not declared any such distributions to date, and
does not currently intend to declare any such distributions. 
        

Item 6.	Selected Financial Data

                                1994      1995      1996      1997       1998  
                              (In thousands, except amounts per Unit)
                                       
1.   Operating Revenues       ($157)      $569    $3,205    $7,337     $9,170
2.   Income (Loss) from
     Continuing Operations     (393)       371     2,080     4,190      3,756
3.   Income (Loss) Per Unit (398.79)    416.06    377.35    240.05      94.80
4.   Total Assets                967     2,279    12,478    39,462     57,221
5.   Long Term Obligations       0         0        0          0          0
6.   Cash Dividend per Unit      0         0        0          0          0
                      		                                                       
Item 7. Management's Discussion and Analysis of Financial
        Condition and Results of Operations.
                      

Liquidity and Capital Resources
                      
Most U.S. commodity exchanges limit by regulations the amount of
fluctuation in commodity futures contract prices during a single
trading day.  These regulations specify what are referred to as
"daily price fluctuation limits" or "daily limits".  The daily
limits establish the maximum amount the price of a futures
contract may vary either up or down from the previous day's
settlement price at the end of a trading session.  Once the
daily limit has been reached in a particular commodity, no
trades may be made at a price beyond the limit.  Positions in
the commodity could then be taken or liquidated only if traders
are willing to effect trades at or within the limit during the
period fro trading on such day.  Because the "daily limit" rule
only governs price movement for a particular trading day, it
does not limit losses.  In the past, futures prices have moved
the daily limit for numerous consecutive trading days and
thereby prevented prompt liquidation of futures positions  one
side of the market, subjecting commodity futures traders holding
such positions to substantial losses for those days. 

It is also possible for an exchange or the CFTC to suspend
trading in a particular contract, order immediate settlement of
a particular contract, or direct that trading in a particular
contract be for liquidation only.

For the year ended December 31, 1998, Limited Partners redeemed
a total of 3,273.29 Units for $6,281,330 and the General Partner
redeemed a total of 69.50 Units for $150,000.  For the year
ended December 31, 1997, Limited Partners redeemed a total of
488.36 Units for $905,220; the General Partner did not redeem
any Units.  

During 1998, investors purchased 10,672.42 Units (including the
General Partner's purchase of 86.06 Units) for $20,223,806.  On
December 31, 1998 the Partnership had unrealized profits of
$5,802,585 and cash on deposit of $46,220,386.  These figures
compare to unrealized profits of $1,821,509 and cash on deposit
of $31,204,067 as of December 31, 1997.

Since the March 29, 1996 investment by the Partnership of all of
its assets in Everest II there has been no actual credit risk
exposure to the Partnership beyond its actual investment in
Everest II.  

As of December 31, 1998, Everest II had no credit risk exposure
to a counterparty which is a foreign commodities exchange which
was material.  Everest II trades on recognized global futures
exchanges.  In addition, over the counter contracts in the form
of forward foreign currency transaction are traded by Everest
II.  As of December 31, 1998, the Partnership had $2,677,583 on
deposit at CISFS.  CISFS does not deal in foreign exchange
forwards, but acts as a broker, placing the trades immediately
with large banks having assets in excess of $100 million.  At
the settlement date, all transactions with each of the banks are
netted and any excess or deficit is received from or sent to the
bank.  All of the Partnership's foreign exchange transactions
are transacted in US dollars.

See Footnote 5 of the Financial Statements for procedures
established by the General Partner to monitor and minimize
market and credit risks for the Partnership.  As long as the
Partnership invests all of its assets in Everest II, these
procedures will be primarily monitoring the performance of
Everest II and monitoring of the daily net asset value of
Everest II.  CISI, one of the general partners of Everest II,
reviews on a daily basis reports of Everest II's performance,
including monitoring of the daily net asset value of Everest II.
The financial situation of the Commodity Broker is monitored
on a monthly basis to monitor specific credit risks.  The
Commodity Broker does not engage in proprietary trading and thus
has no direct market exposure which provides the general
partners with assurance that Everest II, and thus the
Partnership, will not suffer trading losses through the
Commodity Broker. 

Year 2000 Readiness Disclosure

CIS surveyed major applications in 1996 to see if they were Year
2000 compliant.  Systems identified with Year 2000 issues were
targeted for replacement or modification.  Replacement and
modification projects are currently underway.  In addition, CIS
has dedicated resources to assess our work processes and verify
that it will be able to handle the changes in the next
millennium.  This process addresses software applications as
well as key vendor, bank and customer relationships.

During 1997, CIS participated in developing the industry-wide
test plan with the Futures Industry Association, with whom it
continues to work closely.  CIS has participated in BETA
testing, which began in September 1998, and will participate
again with the FIA in "street wide" testing during the second
quarter of 1999.

In addition, CIS has begun developing various "contingency
plans" in the event that mission critical systems should fail. 
This development is proceeding on schedule.  

CIS is taking this issue seriously and has a goal of maintaining
reasonable procedures in order to eliminate as much risk as
possible to its customers (including the Partnership), its
counterparties and itself.  Despite the best efforts of CIS,
CISFS and CISI, there can be no assurance that the above steps
will be sufficient or that all potential problems have been
identified in order to avoid any adverse impact to the
Partnership.  CIS and its affiliates make no representations or
warrants related to Year 2000 readiness or compliance, including
but not limited to business interruption, whether from failures
in their own computer systems, those of the commodity trading
advisor, or any other third party.  


Results of Operations

The Partnership's assets through its exclusive investment in
Everest II were traded entirely by the John W. Henry & Company,
Inc. Financial and Metals Portfolio.  This strategy concentrates
on the financial futures markets including the global interest
rate contracts, foreign exchange, and stock indices.  It also
trades precious metals.  

1998		

The year 1998 was marked by declining global interest rates and
commodity prices and extremely volatile currency fluctuations. 
The Partnership produced a net gain of 4.59% for the calendar
year.  

The first quarter was marked by a flight to quality in the bond
market, namely German bunds and U.S. bonds amidst turbulence in
the Asian markets.   The U.S. dollar remained volatile for the
first two months of the year and strengthened during March,
primarily versus the German mark and Swiss franc.  The
volatility in both these sectors produced overall losses for the
Partnership.  Warren Buffett was rumored and then confirmed to
be holding significant silver positions anticipating a rise in
silver prices.  Long silver prices were beneficial to the
Partnership.

In the second quarter, the U.S. dollar strengthened against the
Japanese yen until the U.S. Government intervened to support the
Japanese yen, essentially selling the U.S. dollar and depressing
the value of the U.S. dollar relative to most major world
currencies.  By July, the U.S. dollar was back at all-time highs
against the Japanese yen.  Overall, the Partnership gained as a
result of the fluctuation of the U.S. dollar.  However, the
ripple effect created volatility for the U.S. dollar versus the
European currencies and the Partnership lost on its positions in
these currencies.  Precious metals, namely silver, reversed as
prices slumped.  Gold prices seesawed up and down never settling
on direction.  The volatility in these markets was unprofitable
to the Partnership.

The third quarter was highlighted by a devaluation of the
Russian ruble which sent shock waves through the world equity
markets as traders liquidated equities in favor of sovereign
debt.  Even prior to the Russian crisis, the Partnership was
well positioned to take advantage of rising bonds.  The
Partnership was long the U.S., German and Japan bond markets. 
Interest rates on the U.S. 30-year long bond fell below 5%, the
lowest level in over 30 years. In addition, the Partnership was
short the Nikkei and FTSE equity indices.  Gold and silver
prices fell to 1998 lows, as short positions in these precious
metals were profitable.  

The fourth quarter saw extremes in the currency sector as the
U.S. dollar again gyrated for the last three months of the year.
The long Japanese yen position that provided the only profit
for the Partnership in October was the largest losing position
in November, yet by December, long Japanese yen positions were
providing profits.  The Fed eased interest rates one quarter
point three times in seven weeks.  However, long U.S. bond
positions reaped few rewards as these rate cuts had already been
factored in the market.  Global stock indices rebounded
beginning in October and long positions in the S&P and German
DAX proved rewarding.  The Partnership ended the year with a
profit of $3,755,667.

1997

During 1997 the global futures markets showed a great deal of
volatility and John W. Henry & Company, Inc., the Partnership's
sole commodity trading advisor, was well positioned to profit
from these moves.  The Partnership produced a net gain of 13.17%
for the calendar year.  The year 1997 was marked by declining
gold prices and interest rates around the globe and a rising
U.S. dollar relative to the German mark and Japanese yen.  The
strength of these market moves proved beneficial to the
Partnership.  The price of gold declined to the lowest level in
over a decade reflecting its declining value as an alternative
monetary asset as central banks increased their willingness to
sell or lease the precious metal.  Solid gains were generated in
the global interest rate markets, particularly in the Japanese
Government bond where yields plummeted to historic lows as the
nation sank relentlessly into a recession.  Strong gains were
also recorded in Australian 10-year bonds and 3-year notes and
in German and Italian bonds.  Gains were realized in positions
in the German mark, which weakened in world markets as hopes for
European monetary union rose.  The U.S. dollar dominated the
world currencies reflecting sound economic fundamentals in the
U.S.  The Partnership ended the year with a profit of
$4,190,161. 

1996

During 1996, the gains for the year occurred mostly during
October (13.48%) and November (10.98%).  During these months
there were price trends in global bonds, currencies, and metals
which were favorable to the trading strategy of JWH's Financial
& Metals Portfolio.

Since the commencement of trading on February 1, 1989 the
Partnership has experienced a cumulative gain of 115.81% through
December 31, 1998.  For further discussion and analysis of
financial condition please refer to the Notes to the Combined
Financial Statements attached hereto.

Inflation 

Inflation does have an effect on commodity prices and the
volatility of commodity markets; however, inflation is not
expected to have an adverse effect on the Partnership's or
Everest II's operations or assets. 


Item 7(A).  Quantitative and Qualitative Disclosures About Market
            Risk
            
Introduction
            
Past Results Are Not Necessarily Indicative of Future Performance
            
The Partnership is a speculative commodity pool.  The market
sensitive instruments held by it are acquired for speculative
trading purposes, and all or substantially all of the
Partnership's assets are subject to the risk of trading loss. 
Unlike an operating company, the risk of market sensitive
instruments is integral, not incidental, to the Partnership's
main line of business.	
            
Market movements result in frequent changes in the fair market
value of the Partnership's open positions and, consequently, in
its earnings and cash flow.  The Partnership's market risk is
influenced by a wide variety of factors, including the level and
volatility of interest rates, exchange rates, equity price
levels, the market value of financial instruments, the
diversification effects among the Partnership's open positions
and the liquidity of the markets in which it trades.
            
The Partnership can acquire and/or liquidate both long and short
positions in a wide range of different financial and metals
markets.  Consequently, it is not possible to predict how a
particular future market scenario will affect performance, and
the Partnership's past performance is not necessarily indicative
of its future results. 
            
Value at Risk is a measure of the maximum amount which the
Partnership could reasonably be expected to lose in a given
market sector.  However, the inherent uncertainty of the
Partnership's speculative trading and the recurrence in the
markets traded by the Partnership of market movements far
exceeding expectations could result in actual trading or
non-trading losses far beyond the indicated Value at Risk or the
Partnership's experience to date (i.e., "risk of ruin").  In
light of the foregoing as well as the risks and uncertainties
intrinsic to all future projections, the inclusion of the
quantification included in this section should not be considered
to constitute any assurance or representation that the
Partnership's losses in any market sector will be limited to
Value at Risk or by the Partnership's attempts to manage its
market risk.

Standard of Materiality

Materiality as used in this section, "Qualitative and
Quantitative Disclosures About Market Risk," is based on an
assessment of reasonably possible market movements and the
potential losses caused by such movements, taking into account
the leverage, optionality and multiplier features of the
Partnership's market sensitive instruments.<PAGE>

Quantifying the Partnership's Trading Value at Risk

Qualitative Forward-Looking Statements

The following quantitative disclosures regarding the
Partnership's market risk exposures contain "forward-looking
statements" within the meaning of the safe harbor from civil
liability provided for such statements by the Private Securities
Litigation Reform Act of 1995 (set forth in Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of
1934).  All quantitative disclosures in this section are deemed
to be forward-looking statements for purposes of the safe
harbor, except for statements of historical fact.

The Partnership's risk exposure in the various market sectors
traded by the commodity trading advisor is quantified below in
terms of Value at Risk.  Due to the Partnership's mark-to-market
accounting, any loss in the fair value of the Partnership's open
positions is directly reflected in the Partnership's earnings
(realized or unrealized) and cash flow (at least in the case of
exchange-traded contracts in which profits and losses on open
positions are settled daily through variation margin).

Exchange maintenance margin requirements have been used by the
Partnership as the measure of its Value at Risk.  Maintenance
margin requirements are set by exchanges to equal or exceed the
maximum losses reasonably expected to be incurred in the fair
value of any given contract in 95%-99% of any one-day intervals.
The maintenance margin levels are established by dealers and
exchanges using historical price studies as well as an
assessment of current market volatility (including the implied
volatility of the options on a given futures contract) and
economic fundamentals to provide a probabilistic estimate of the
maximum expected near-term one-day price fluctuation. 
Maintenance margin has been used rather than the more generally
available initial margin, because initial margin includes a
credit risk component which is not relevant to Value at Risk.

In the case of market sensitive instruments which are not
exchange traded (almost exclusively currencies in the case of
the Partnership), the margin requirements for the equivalent
futures positions have been used as Value at Risk.  In those
rare cases in which a futures-equivalent margin is not
available, dealers' margins have been used.

In quantifying the Partnership's Value at Risk, 100% positive
correlation in the different positions held in each market risk
category has been assumed.  Consequently, the margin
requirements applicable to the open contracts have simply been
aggregated to determine each trading category's aggregate Value
at Risk.  The diversification effects resulting from the fact
that the Partnership's positions are rarely, if ever, 100%
positively correlated have not been reflected.<PAGE>

The Partnership's Trading Value at Risk in Different Market
Sectors

The following table indicates the trading Value at Risk
associated with the Partnership's open positions by market
category as of December 31, 1998.  All open position trading
risk exposures of the Partnership have been included in
calculating the figures set forth below.  As of December 31,
1998, the Partnership's total capitalization was approximately
$55.7 million.

                                   December 31, 1998             

                                                    % of Total
Market Sector               Value at Risk           Capitalization

Interest Rates              $ 4.1 million               7.4%
Currencies                  $ 0.5 million               0.9%
Stock Indices               $ 0.0 million               0.0%
Precious Metals             $ 0.1 million               0.2%
Commodities                 $ 0.0 million               0.0%
Energies                    $ 0.0 million               0.0%

             Total          $ 4.7 million               8.5%

                                                        

Material Limitations on Value at Risk as an Assessment of Market
Risk
                                                        
The face value of the market sector instruments held by the
Partnership is typically many times the applicable maintenance
margin requirement (maintenance margin requirements generally
ranging between approximately 1% and 10% of contract face value)
as well as many times the capitalization of the Partnership. 
The magnitude of the Partnership's open positions creates a
"risk of ruin" not typically found in most other investment
vehicles.  Because of the size of its positions, certain market
conditions _ unusual, but historically recurring from time to
time _ could cause the Partnership to incur severe losses over a
short period of time.  The foregoing Value at Risk table _ as
well as the past performance of the Partnership _ give no
indication of this "risk of ruin." 

                                                        
Non-Trading Risk                                        

The Partnership has non-trading market risk on its foreign cash
balances not needed for margin.  However, these balances (as
well as any market risk they represent) are immaterial.
                                                        
The Partnership holds a portion of its assets in cash on deposit
with CIS and CISFS with the remainder on deposit with Horizon
Cash Management, Inc. in short term, highly liquid investments. 
The Partnership has cash flow risk on these cash deposits
because if interest rates decline, so will the interest paid out
by CIS and CISFS at the 90% of 90-day Treasury bill rate.  In
addition, should short term interest rates decline, so will the
interest earnings for assets on deposit with Horizon.    As of
December 31, 1998, the Partnership had approximately $50.8
million in cash on deposit with CIS, CISFS and Horizon.
                                                        
Qualitative Disclosures Regarding Primary Trading Risk Exposures
                                                        
The following qualitative disclosures regarding the
Partnership's market risk exposures _ except for (i) those
disclosures that are statements of historical fact and (ii) the
descriptions of how the Partnership and the Trading Advisor
manage the Partnership's primary market risk exposures _
constitute forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act.  The Partnership's primary market risk
exposures as well as the strategies used and to be used by the
Trading Advisor for managing such exposures are subject to
numerous uncertainties, contingencies and risks, any one of
which could cause the actual results of the Partnership's risk
controls to differ materially from the objectives of such
strategies.  Government interventions, defaults and
expropriations, illiquid markets, the emergence of dominant
fundamental factors, political upheavals, changes in historical
price relationships, an influx of new market participants,
increased regulation and many other factors could result in
material losses as well as in material changes to the risk
exposures and the risk management strategies of the Partnership.
There can be no assurance that the Partnership's current market
exposure and/or risk management strategies will not change
materially or that any such strategies will be effective in
either the short- or long-term.  Investors must be prepared to
lose all or substantially all of their investment in the
Partnership.

The following were the primary trading risk exposures of the
Partnership as of December 31, 1998, by market sector.

Interest Rates.  Interest rate risk is the principal market
exposure of the Partnership.  Interest rate movements directly
affect the price of the sovereign bond positions held by the
Partnership and indirectly the value of its stock index and
currency positions.  Interest rate movements in one country as
well as relative interest rate movements between countries
materially impact the Partnership's profitability.  The
Partnership's primary interest rate exposure is to interest rate
fluctuations in the United States and the other G-7 countries. 
However, the Partnership also takes positions in the government
debt of smaller nations _ e.g., Australia.  The General Partner
anticipates that G-7 interest rates will remain the primary
market exposure of the Partnership for the foreseeable future. 
The changes in interest rates which have the most effect on the
Partnership are changes in long-term, as opposed to short-term,
rates.  Most of the speculative positions held by the
Partnership are in medium- to long-term instruments. 
Consequently, even a material change in short-term rates would
have little effect on the Partnership were the medium- to
long-term rates to remain steady.

Currencies.  The Partnership's currency exposure is to exchange
rate fluctuations, primarily fluctuations which disrupt the
historical pricing relationships between different currencies
and currency pairs.  These fluctuations are influenced by
interest rate changes as well as political and general economic
conditions.  The Partnership trades in a large number of
currencies, including cross-rates _ i.e., positions between two
currencies other than the U.S. dollar.  However, the
Partnership's major exposures have typically been in the
dollar/yen, dollar/mark, dollar/Swiss franc, dollar/Australian
dollar and dollar/pound positions.  The General Partner does not
anticipate that the risk profile of the Partnership's currency
sector will change significantly in the future, although it is
difficult at this point to predict the effect of the
introduction of the Euro on the Trading Advisor's currency
trading strategies.  The currency trading Value at Risk figure
includes foreign margin amounts converted into U.S. dollars with
an incremental adjustment to reflect the exchange rate risk
inherent to the dollar-based Partnership in expressing Value at
Risk in a functional currency other than dollars. 

Stock Indices.  The Partnership's primary equity exposure is to
equity price risk in the G-7 countries.  The stock index futures
traded by the Partnership are by law limited to futures on
broadly based indices.  As of December 31, 1998, the Partnership
had no exposure in stock index futures.  Ordinarily the primary
exposures are in the FTSE (England), Nikkei (Japan) and All
Ordinaries (Australia) stock indices.  The General Partner
anticipates little trading in non-G-7 stock indices.  The
Partnership is primarily exposed to the risk of adverse price
trends or static markets in the major U.S., European and
Japanese indices.  (Static markets would not cause major market
changes but would make it difficult for the Partnership to avoid
being "whipsawed" into numerous small losses.)

Metals.  The Partnership's metals market exposure is to
fluctuations in the price of gold and silver, although it may,
from time to time, maintain positions in other metals. The
Trading Advisor has from time to time taken substantial
positions as it has perceived market opportunities to develop. 
The General Partner anticipates that gold and silver will remain
the primary metals market exposure for the Partnership.  

Commodities.  The trading program utilized by the Partnership
does not trade commodities, therefore it has no commodities
exposure. 

Energy.  The trading program utilized by the Partnership does
not trade energy contracts, therefore it has no energy exposure.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following were the only non-trading risk exposures of the
Partnership as of December 31, 1998.

Foreign Currency Balances.  The Partnership's primary foreign
currency balances are in Japanese yen, German marks, British
pounds and Australian dollars. The Partnership controls the
non-trading risk of these balances by regularly converting these
balances back into dollars (no less frequently than twice a
month).

Cash Position.  The Partnership holds a portion of its assets in
cash at CIS and CISFS, earning interest at 90% of the average
90-day Treasury bill rate for Treasury bills issued during each
month.  The remainder is held at Horizon in short term liquid
investments.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

The General Partner monitors the Partnership's performance and
the concentration of its open positions, and consults with the
commodity trading advisor concerning the Partnership's overall
risk profile.  If the General Partner felt it necessary to do
so, the General Partner could require the commodity trading
advisor to close out individual positions as well as entire
programs traded on behalf of the Partnership.  However, any such
intervention would be a highly unusual event.  The General
Partner primarily relies on the commodity trading advisor's own
risk control policies while maintaining a general supervisory
overview of the Partnership's market risk exposures.

Risk Management

JWH attempts to control risk in all aspects of the investment
process  _ from confirmation of a trend to determining the
optimal exposure in a given market, and to money management
issues such as the startup or upgrade of investor accounts.  JWH
double checks the accuracy of market data, and will not trade a
market without multiple price sources for analytical input.  In
constructing a portfolio, JWH seeks to control overall risk as
well as the risk of any one position, and JWH trades only
markets that have been identified as having positive performance
characteristics.  Trading discipline requires plans for the exit
of a market as well as for entry.  JWH factors the point of exit
into the decision to enter (stop loss).  The size of JWH's
positions in a particular market is not a matter of how large a
return can be generated but of how much risk it is willing to
take relative to that expected return.

To attempt to reduce the risk of volatility while maintaining
the potential for excellent performance, proprietary research is
conducted on an ongoing basis to refine the JWH investment
strategies.  Research may suggest substitution of alternative
investment methodologies with respect to particular contracts;
this may occur, for example, when the testing of a new
methodology has indicated that its use might have resulted in
different historical performance.  In addition, risk management
research and analysis may suggest modifications regarding the
relative weighting among various contracts, the addition or
deletion of particular contracts from a program, or a change in
position size in relation to account equity.  The weighting of
capital committed to various markets in the investment programs
is dynamic, and JWH may vary the weighting at its discretion as
market conditions, liquidity, position limit considerations and
other factors warrant.

JWH may determine that risks arise when markets are illiquid or
erratic, such as may occur cyclically during holiday seasons, or
on the basis of irregularly occurring market events.  In such
cases, JWH at its sole discretion may override
computer-generated signals and may at times use discretion in
the application of its quantitative models, which may affect
performance positively or negatively.

Adjustments in position size in relation to account equity have
been and continue to be an integral part of JWH's investment
strategy.  At its discretion, JWH may adjust the size of a
position in relation to equity in certain markets or entire
programs.  Such adjustments may be made at certain times for
some programs but not for others.  Factors which may affect the
decision to adjust the size of a position in relation to account
equity include ongoing research, program volatility, assessments
of current market volatility and risk exposure, subjective
judgment, and evaluation of these and other general market
conditions.


Item 8.	Financial Statements and Supplementary Data

Reference is made to the financial statements and the notes
thereto attached to this report.


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

None.

                         Item III
                         
Item 10.	Directors and Executive Officers of the Registrant.
                         
The General Partner, Everest Asset Management, Inc., is the sole
general partner and commodity pool operator of the Partnership. 
It is a Delaware corporation incorporated in 1987, is and has
been registered with the CFTC as a commodity pool operator since
July 1, 1988 and is and has been a member of the National
Futures Association since that date.  Its address is 508 North
Second Street, Suite 302, Fairfield, Iowa  52556 and its
telephone number is (515) 472-5500.
                         
The officers and directors of the General Partner as of December
31, 1997 are listed below:
                         
Peter Lamoureux.     Mr. Lamoureux, (born in 1950), has been
President, Treasurer and Secretary of the General Partner since
November 1996.  He joined the General Partner and Capital
Management Partners, Inc., a selling agent and affiliate of the
Partnership, in 1991 and has had primary responsibility for
Partnership syndication for the past two years.  Prior to
joining the General Partner, Mr. Lamoureux was Manager of
Refined Products with United Fuels International, Inc., an
energy brokerage firm in Waltham, Massachusetts.  He received
his B.S. in Education from Rhode Island College, R.I.
                         
Teresa Prange.  Ms. Teresa Prange (born in 1954) became Chief
Financial Officer of the General Partner in 1993.  She joined
Capital Management Partners, Inc., a selling agent and affiliate
of the Partnership, in March 1992 where she was responsible for
various financial, accounting and back office activities.  Prior
to this, she was self-employed as a copyrighting research
consultant from October 1991 through March 1992.  From 1987
through October 1991, Ms. Prange worked as an accountant for
Zimmerman Capital Group.  She possesses a B.A. and M.B.A. from
M.I.U., Fairfield, Iowa and became a Certified Public Accountant
in 1988.                 	

Steven L. Foster.  Mr. Foster, (born in 1948), has been
associated with the General Partner since 1987, initially as its
Chief Executive Officer and a director and since 1991 as a
director.  His term of office as director is annual.  Since
1987, Mr. Foster has been a director of Capital Management
Partners, Inc.  Mr. Foster has served as Executive Vice
President of United Fuels International, Inc., an oil brokerage
firm based in Waltham, Massachusetts, since 1980.  From 1990 to
1994, he served as President of Jillian's Entertainment Corp.
and now serves as Chairman of the Board.  During 1978-1979, Mr.
Foster served as President of Spin Off, Inc., a Boston based
entertainment firm.  From May 1977 until June 1978, Mr. Foster
served as a law clerk and from July 1978 until May 1979 as an
attorney with the firm of Gordon, Hurwitz, Butowski, Baker,
Weitzen and Shalov in New York City.  Mr. Foster received his
J.D. from Boston University, graduating Magna Cum Laude in 1978.
Mr. Foster received his B.A. degree from Brandeis University.

Steven L. Rubin.  Mr. Rubin, (born in 1952), has been associated
with the General Partner as a director since 1987.  His term of
office as director is annual.  Since 1987, Mr. Rubin has been a
director of Capital Management Partners, Inc.  Mr. Rubin has
served as President of United Fuels International, Inc., an oil
brokerage firm based in Waltham, Massachusetts, since 1980. 
United Fuels International's affiliated companies include: 
United Crude Oil, Inc. based in Westport, Connecticut; United
Crude U.K. based in London; and United Fuels International.  Mr.
Rubin served for one year as an oil broker with Amerex Oil
Associates in Livingston Manor, New York.  Mr. Rubin is a
graduate of Brown University.

The General Partner does not trade commodities for its own
account but its principals may.  Because of their confidential
nature, records of such trading will not be available to Limited
Partners for inspection.

There have been no material criminal, civil or administrative
actions during the preceding five years or ever against the
General Partner or its principals.

The Partnership's investee partnership, Everest II Futures Fund
L.P.:

The two co-general partners of Everest II are Everest Asset
Management, Inc. which is the General Partner of the
Partnership, and CIS Investments, Inc. which is a wholly-owned
subsidiary of the Commodity Broker, and are the commodity pool
operators of Everest II.  CIS Investments, Inc. is a Delaware
corporation incorporated in 1983, is and has been registered
with the CFTC as a commodity pool operator since December 13,
1985 and is and has been a member of the National Futures
Association since that date.  Its address is the same as the
Commodity Broker at Suite 2300, 233 South Wacker Drive, Chicago,
Illinois  60606 and its telephone number is (312) 460-4000.

CISI's officers, directors and shareholders are listed below:

Bernard W. Dan (born in December 1960), President and Director. 
Mr. Dan has served as President and Director of CISI since June
1, 1998.  He received a B.S. degree in accounting from St.
John's University, Collegeville, Minnesota.  He joined Cargill
Investor Services, Inc. in 1985 and held various operational
positions.  In 1986 Mr. Dan was assigned to Cargill Investor
Services, Ltd. in London as Administrative Manager for all
operational activities.  In 1989 Mr. Dan was assigned to the CIS
New York Regional Office as the Administrative Manager.  Mr. Dan
was named Director of Cargill Investor Services (Singapore) Pte
Ltd. at the formation of the company in November 1994 and
continued in that position until April 1997.   Mr. Dan was named
President of Cargill Investor Services, Inc.  on June 1, 1998. 
Mr. Dan actively serves within the futures industry on exchange
committees and industry user groups.

Richard A. Driver (born in September 1947), Vice President,
Treasurer and Director.  Mr. Driver has served as Vice President
and Director of CISI since June 1993 and was elected Treasurer
of CISI in August 1997.  Mr. Driver graduated from the
University of North Carolina in 1969 and received a Masters
Degree from American Graduate School of International Management
in 1973.  Mr. Driver began working for Cargill, Incorporated in
1973 and joined Cargill Investor Services, Inc. in 1977 as Vice
President of Operations.  Mr. Driver currently serves as Vice
President, Controller, Treasurer and Director of Cargill
Investor Services, Inc.

Barbara A. Pfendler (born in May 1953), Vice President and
Director.  Ms. Pfendler was appointed Vice President of CISI in
May 1990 and Director of CISI in June 1998.  Ms. Pfendler
graduated from the University of Colorado in 1975.  She began
her career with Cargill, Incorporated in 1975, holding various
merchandising and management positions within Cargill
Incorporated's Oilseed Processing Division before transferring
to Cargill Investor Services, Inc. in 1986.  She is currently
the manager responsible for all activities of the Fund Services
Group at Cargill Investor Services, Inc.  She was appointed Vice
President of Cargill Investor Services, Inc. in June 1996 and
Director Cargill Investor Services, Inc. in June 1998.

Jan R. Waye (born in June 1948), Vice President.  Mr. Waye was
appointed Vice President of CISI in June 1997.  Mr. Waye
graduated from Concordia College, Moorhead, MN, with a B.A.
degree in Communications and Economics in 1970.  Mr. Waye
assumed the position of Senior Vice President of Cargill
Investor Services, Inc. in September 1996, after returning from
London where he held various management positions for Cargill
Investor Services, Ltd. including most recently Managing
Director for CIS Europe. Mr. Waye joined Cargill, Incorporated
in 1970 and served in various commodity trading and management
positions in Chesapeake, VA; Winnipeg, Manitoba; and Vancouver,
BC.  In 1978 he moved to New York and shortly thereafter
Minneapolis as head of Foreign Exchange for Cargill's metals
trading business.  Mr. Waye served in various management
positions in the Financial Markets Group until 1988 when he
assisted in the management and sale of Cargill's life insurance
business in Akron, Ohio.  He moved to London in late 1988.  Mr.
Waye has served as a member of the Board of LIFFE, the London
International Financial Futures and Options Exchange, and as
Vice Chairman of its Membership and Rules Committee.  He also
served on the Board of the London Commodity Exchange up to its
merger with LIFFE. 

Christopher Malo (born in August 1956), Vice President.  Mr.
Malo graduated from Indiana University in 1976 with a B.S. in
Accounting and further completed the University of Minnesota
Executive Program in 1993.  He started working at Cargill,
Incorporated in June 1978 as an internal auditor.  He
transferred to Cargill Investor Services, Inc. in August 1979
and served as Secretary/Treasurer and Controller from November
1983 until July 1991.  He was elected Vice President,
Administration and Operations in July 1991.  Mr. Malo was
Managing Director in Europe from 1996 until January 1999,
responsible for CIS activities and operations in Europe, the
Middle East and Russia.  He was an active member of the FIA-UK
Chapter and LIFFE Membership and Rules Committee.  He currently
serves on the Board of the FIA in Chicago.

Ronald L. Davis (born in September 1953), Vice President.  Mr.
Davis was elected Vice President of CISI in June 1998.  Mr.
Davis graduated from Illinois Institute of Technology, Chicago,
Illinois with a B.S. in 1975 and with an M.B.A in 1977.  He
began his career in the futures industry with A.G. Becker,
Incorporated in 1980 and joined Cargill Investor Services, Inc.
in 1987 as the Administrative Manager of the Fund Services
Group.  He is responsible for all administrative, accounting and
reporting functions of all CISI funds.  In June 1998 Mr. Davis
became Business Development Manager of the Fund Services Group.

Rebecca S. Steindel (born in April 1965), Secretary.  Ms.
Steindel was elected Secretary of CISI in September 1997.  Ms.
Steindel graduated from the University of Illinois in 1987.  She
began working at Cargill Investor Services, Inc. in August 1987.
She has held various financial and risk management positions at
Cargill Investor Services, Inc. and was elected Risk and
Compliance Officer and Secretary of Cargill Investor Services,
Inc. in August 1997.  She currently serves on the Board of
Directors and Executive Committee of the FIA Financial
Management Division.  

Bruce H. Barnett (born in June 1947), Assistant Secretary.  Mr.
Barnett graduated in 1968 from Southern Connecticut State
College.  New York University Law School awarded Mr. Barnett a
J.D. in 1971 and an LL.M. in 1973.  He started working at
Cargill, Incorporated in 1990 as Vice President, Taxes.  From
1987 to 1990, Mr. Barnett was employed in various positions at
Unilever, a European based multinational corporation.

Henry W. Gjersdal, Jr. (born in May 1954), Assistant Secretary. 
Mr. Gjersdal  was elected Assistant Secretary of CISI in June
1996.  Mr. Gjersdal received a bachelor of arts degree from
Gustavus Adolphus College in 1976 and a J.D. degree from the
University of Michigan in 1979.  He is a member of the American
Bar Association and the Tax Executives Institute.  He joined the
Law Department of Cargill, Incorporated in April 1981.  He had
previously been an associate with Doherty, Rumble and Butler,
Minneapolis, Minnesota.  In June 1985 he was named European Tax
Manager for Cargill, International, Geneva, and in 1987 was
named Senior Tax Attorney for the Law Department.  He became
Assistant Tax Director in the Tax Department in December 1990. 
Mr. Gjersdal was named Assistant Vice President of Cargill,
Incorporated's Administrative Division in April 1994 with
responsibility for the audit and international groups in
Cargill's Tax Department.

Patrice H. Halbach (born in August 1953), Assistant Secretary. 
Ms. Halbach became Assistant Secretary of CISI in June 1996. 
Ms. Halbach graduated phi beta kappa from the University of
Minnesota with a bachelor of arts degree in history.  In 1980
she received a J.D. degree cum laude from the University of
Minnesota.  She is a member of the Tax Executives Institute, the
American Bar Association and the Minnesota Bar Association.  Ms.
Halbach joined the Law Department of Cargill, Incorporated in
February 1983.  She had previously been an attorney with
Fredrikson & Byron, Minneapolis, Minnesota.  In December 1990
she was named Senior Tax Manager for Cargill, Incorporated's Tax
Department and became Assistant Tax Director in March 1993.  She
was named Assistant Vice President of Cargill, Incorporated's
Administrative Division in April 1994.  In January 1999 she was
named Vice President, Tax, of Cargill, Incorporated.  In her
current position as Vice President, Tax, Ms. Halbach oversees
Cargill, Incorporated's global tax function.  

Neither CISI nor its individual principals trade or intend to
trade commodities for their own account.    

There have been no material criminal, civil or administrative
actions during the preceding five years or ever against CISI or
its principals.


Item 11.  Executive Compensation.

The Partnership has no directors or executive officers.  As a
limited partnership, the business of the Partnership is managed
by its General Partner which is responsible for the
administration of the business affairs of the Partnership and
receives the compensation described in Item 1 "Business" hereof.
The officers and directors of the General Partner receive no
compensation from the Partnership for acting in their respective
capacities with the General Partner. 

Everest II has no directors or executive officers.  As a limited
partnership, the business of Everest II is managed by its
general partners which are responsible for the administration of
the business affairs of Everest II and receives the compensation
described above in Item 1 "Business" hereof. The officers and
directors of the general partners receive no compensation from
the Partnership for acting in their respective capacities with
the general partners.
                     

Item 12.  Security Ownership of Certain Owners and Management.
                     
          (a) As of December 31, 1998 the following persons
              were known to the Partnership to own beneficially
              more than 5% of the outstanding Units:
                         
        Title of    Name & Address         Amount & Nature         Percent
        Class       of Beneficial Owner    of Beneficial Interest  of Class
                                          
        Units       W. Duke Kimbrell          3,023.88 Units         11.82%    
                    P.O. Drawer 1787
                    Gastonia, NC  28053
                     
        Units       Pamela K. Warlick Trust   2,227.06 Units          8.71%
                    U/A DTD 7/7/93
                    P.O. Box 995
                    Gastonia, NC  28052
                                                                     
        Units       Shepard C. Kimbrell Trust 2,476.39 Units          9.68%
                    U/A DTD 7/7/93
                    P.O. Box 995
                    Gastonia, NC  28052
                      
                   
          (b)  As of December 31, 1998, the General Partner beneficially
               owned 198.49 Units or approximately 0.776% of the outstanding
               Units of the Partnership.  Mr. Peter Lamoureux, President of
               the General Partner owned 15.265 Units or 0.045% of the
               outstanding Units.  One other shareholder of the General
               Partner owned 17.442 units or 0.068% of the outstanding Units.   
                                                                              
               As of December 31, 1998, CISI, the co-general partner of
               Everest II, owned 369.81 units of general partnership
               interests in Everest II representing 1.00% ownership of the
               total outstanding  partnership interests.  As of December
               31, 1998, 100% of the  beneficial ownership interest of
               limited partnership units of Everest II was owned by the
               Partnership.

          (c) As of December 31, 1998, no arrangements were known to the
              Partnership, including no pledge by any person of Units of the
              Partnership or shares of the General Partner or the affiliates
              of the General Partners, such that a change in control of the
              Partnership may occur at a subsequent date. 
                                       

Item 13.  Certain Relationships and Related Transactions.
         
          (a)     None other than the compensation arrangements                
                  described herein. 

          (b)     None. 

          (c)     None. 

          (d)     The Partnership filed Registration Statements on Form
                  S-18 and Form 10, therefore this information is
                  not required to be included. 

                                      
                                 Part IV
                                

Item 14.  Exhibits, Financial Statements, Schedules and
          Reports on Form 8-K
                
          (a) The following documents are included herein:

             (1)     Financial Statements:
                
                      a.  Report of Independent Public Accountants

                      b.  Combined Statements of Financial Condition as of
                          December 31, 1998 and December 31, 1997.

                      c.  Combined Statements of Operations, Combined
                          Statements of Changes in Partners' Equity, and
                          Combined Statements of Cash Flows for the years
                          ended December 31, 1998, 1997 and 1996.

                      d.  Notes to Financial Statements.


             (2)  All financial statement schedules have been
                  omitted because the information required by the schedules
                  not applicable, or because the information required is
                  contained in the financial statements included herein
                  or the notes thereto.
                          
             (3)  Exhibits:
                
                  See the Index to Exhibits annexed hereto. 
                

          (b)     Reports of Form 8-K:

                  None.


                
                        SIGNATURES
                
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Partnership has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
                

Date:	March 26, 1999			Everest Futures Fund, L.P.

                          
                                   By:  Everest Asset Management, Inc. 
                                        (General Partner)
                                        
                                        
                                   By:  /s/ Peter Lamoureux      
                                            Peter Lamoureux, President 
                                            Secretary and Treasurer
                                           

                                   By:  /s/ Teresa Prange                     
                                            Teresa Prange, Chief Financial 
                                            Officer
                                           

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 Partnership and in the capacities and on the
date indicated.
                                           

Date:	March 26, 1999
                                           

By:  /s/ Steven Rubin                    By:  /s/ Peter Lamoureux        
         Steven Rubin, Director                   Peter Lamoureux,
         President                                Secretary & Treasurer

                           
By: /s/  Steven Foster                   By:   /s/ Teresa Prange          
         Steven Foster, Director                   Teresa Prange, Chief
                                                   Financial Officer
                             
                             
                           Index to Exhibits:
                       
Exhibit	
No.             Description



3.4             Amended and Restated Agreement of Limited Partnership
                dated as of May 1, 1995.
                        
10.5		Advisory Contract between the Partnership, the General
                Partner and John W. Henry & Company, Inc. dated December 1,
                1990. 

10.6		Amendment to Advisory Contract between the Partnership,
                the General Partner and John W. Henry & Company, Inc. dated
                April 1, 1995.   

10.9		Certificate of Limited Partnership for Everest Futures
                Fund II L.P. dated March 15, 1996.
                                  
10.10		Limited Partnership Agreement for Everest Futures Fund II
                L.P. dated as of March 29, 1996.
                          
28.1		Confidential Private Placement Memorandum and Disclosure
                Document dated August 21, 1996.

              

Notes to the Exhibits:

Exhibits 3.4, 10.5, 10.6, 10.9, 10.10 and 28.1 are incorporated by
reference to the Partnership's Form 10 accepted on September 19, 1996.
                                                                      
The Exhibits referenced above bear the exhibit numbers
corresponding to those indicated in the Partnership's
Registration Statements.

Number of Attached Exhibits

None. 



                         Independent Auditors' Report
                         
The Partners
Everest Futures Fund, L.P.:

We have audited the accompanying combined statements of
financial condition of Everest Futures Fund, L.P. and Everest
Futures Fund II, L.P., collectively, the Partnership, as of
December 31, 1998 and 1997, and the related combined statements
of operations, partners' equity, and cash flows for each of the
years in the two-year period ended December 31, 1998.  These
combined financial statements are the responsibility of the
Partnership's General Partner. Our responsibility is to express
an opinion on these combined financial statements based on our
audits. The accompanying combined statements of operations,
partners' equity, and cash flows for the year ended December 31,
1996 were audited by other auditors whose report thereon, dated
February 28, 1997, expressed an unqualified opinion on these
statements.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined
financial position of the Partnership at December 31, 1998 and
1997, and the results of their operations and cash flows for
each of the years in the two-year period ended December 31,
1998, in conformity with generally accepted accounting
principles.

                                         KPMG LLP
Chicago, Illinois
February 5, 1999

<TABLE>

               EVEREST FUTURES FUND, LP
      COMBINED STATEMENTS OF FINANCIAL CONDITION
                      UNAUDITED

                                                      Dec 31, 1998   Dec 31, 1997
                                                      -------------  -------------
<S>                                                   <C>            <C>
ASSETS
Cash and cash equivalents                               46,220,386      8,832,835
Equity in commodity trading accounts:
   Net unrealized trading gains on open contracts        5,802,585        172,918
   Amount Due from broker                                4,919,607      3,414,868
Tax receivable                                              36,445
Interest receivable                                        241,554         57,780
                                                      -------------  -------------
      Total assets                                      57,220,577     12,478,401
                                                      =============  =============


LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
   Accrued expenses                                         27,364         40,953
   Commissions payable                                     225,131        161,748
   Advisor's management fee payable                        188,693        128,722
   Advisor's incentive fee payable                               0        393,681
   Redemptions payable                                   1,024,873         64,160
   Deferred Partnership offering proceeds                        0        633,394
   Selling and Offering Expenses Payable                         0              0
                                                      -------------  -------------
      Total liabilities                                  1,466,061      1,422,658

Minority Interest                                          556,759        389,459


Partners' Capital:
   Limited partners (25,378.05 and 18,064.98 units      54,769,377     37,274,229
     outstanding at 12/31/98 and 12/31/97, respectively)
      (see Note 1)
   General partners (198.49 units and 181.93 units         428,380        375,385
     outstanding at 12/31/98 and 12/31/97, respectively)
      (see Note 1)                                    -------------  -------------
      Total partners' capital                           55,197,757     37,649,614
                                                      -------------  -------------
      Total liabilities, minority interest,
        and partners' capital                          $57,220,577    $39,461,731
                                                      =============  =============

Net asset value per outstanding unit of Partnership
  interest                                               $2,158.14      $2,063.34
                                                      =============  =============
In the opinion of management, these statements reflect all adjustments 
necessary to fairly state the financial condition of Everest Futures Fund. (See Note 6)



                                                       EVEREST FUTURES FUND, L.P.
          COMBINED STATEMENTS OF OPERATIONS
                      UNAUDITED




                                                              1998           1997          1996
                                                      -------------  ------------- -------------
<S>                                                   <C>            <C>           <C>
REVENUES

Gains on trading of commodity futures
  and forwards contracts, physical
  commodities and related options:
  Realized gain (loss) on closed positions               2,823,961      4,482,936     2,790,524
   Change in unrealized gain (loss)
     on open positions                                   3,981,075      1,648,592        88,894
   Net foreign currency translation gain (loss)           (154,682)      (125,711)      (12,271)
   Brokerage Commissions                                (2,726,807)    (1,495,903)     (406,285)
                                                      -------------  ------------- -------------
 Total trading income (loss)                             3,923,547      4,509,914     2,460,862

    Interest income, net of cash management fees         2,519,904      1,330,726       338,197
                                                      -------------  ------------- -------------
 Total income (loss)                                     6,443,451      5,840,640     2,799,059

General and administrative expenses
    Advisor's management fees                            1,835,911      1,018,708       282,944
    Advisor's incentive fees                               753,071        523,681       328,289
    Administrative expenses                                 61,502         66,256        80,522
                                                      -------------  ------------- -------------
  Total general and administrative expenses              2,650,484      1,608,645       691,755

  Minority Interest                                        (37,300)       (41,834)      (27,626)
                                                      -------------  ------------- -------------
Net income (loss)                                        3,755,667      4,190,161     2,079,678
                                                      =============  ============= =============

PROFIT (LOSS) PER UNIT OF
  PARTNERSHIP INTEREST                                      $94.80        $240.05       $377.35
                                                      =============  ============= =============
                                                      (see Note 1)   (see Note 1)  (see Note 1)


This Statement of Operations, in the opinion of management, reflects all adjustments 
necessary to fairly state the financial condition of Everest Futures Fund. (See Note 6)



               EVEREST FUTURES FUND, LP
 COMBINED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the period January 1, 1997 through December 31, 1997



                                                                          Limited       General
                                                            Units*       Partners      Partners         Total
                                                      -------------  ------------- ------------- -------------
<S>                                                   <C>            <C>           <C>           <C>
Partners' capital at Jan 1, 1998                         18,064.98    $37,274,229      $375,385   $37,649,614

Net profit (loss)                                                       3,715,338        40,329     3,755,666

Additional Units Sold                                    10,586.36     20,061,140       162,666    20,223,806
(see Note 1)
Redemptions (see Note 1)                                 (3,273.29)    (6,281,330)     (150,000)   (6,431,330)
                                                      -------------  ------------- ------------- -------------
Partners' capital at December 31, 1998                   25,378.05    $54,769,377      $428,380   $55,197,757
                                                      =============  ============= ============= =============

Net asset value per unit
   January 1, 1998(see Note 1)                                           1,823.29      1,823.29

Net profit (loss) per unit (see Note 1)                                    334.85        334.85
                                                                     ------------- -------------
Net asset value per unit
   December 31, 1998                                                    $2,158.14     $2,158.14

* Units of Limited Partnership interest.

This Statement of Changes in Partners' Capital, in the opinion of management, reflects all
adjustments necessary to fairly state the financial condition of Everest Futures Fund. (See Note 6)


                                  EVEREST FUTURES FUND, LP
          COMBINED STATEMENTS OF CASH FLOWS
                      UNAUDITED





                                                              1998           1997          1996
                                                      -------------  ------------- -------------
<S>                                                   <C>            <C>           <C>

Net profit (loss)                                        3,755,667      4,190,161     2,079,678
   Adjustments to reconcile net income to net cash
     provided by operating activities:
     Increase in equity in commodity trading accounts   (2,586,444)    (4,547,962)   (2,480,693)
     Increase in interest receivable                      (119,638)       (64,136)      (53,302)
     Increase in tax receivable                            (36,445)             0             0
     Increase in accrued expenses                          (13,589)        23,031        (1,084)
     Increase in commissions payable                        63,383        113,771        39,591
     Increase in management and incentive fees payable    (333,710)       158,089       357,305
     Increase in minority interest                         167,300        261,834       127,625




                                                      -------------  ------------- -------------
     Net cash provided by (used in)
       operating activities                                896,524        203,908        69,120

Cash flows from financing activities:
   Units Sold                                           19,590,412     23,087,470     9,351,270
   Partner redemptions                                  (5,470,617)      (851,026)   (1,755,221)

                                                      -------------  ------------- -------------
   Net cash provided by (used in)
     financing activities                               14,119,796     22,236,444     7,596,049
                                                      -------------  ------------- -------------
Net increase (decrease) in cash                         15,016,319     22,440,352     7,665,169

Cash at beginning of period                             31,204,067      8,832,835     1,167,666
                                                      -------------  ------------- -------------
Cash at end of period                                  $46,220,386    $31,273,187    $8,832,835
                                                      =============  ============= =============
This Statement of Cash Flows, in the opinion of management, reflects all adjustments 
necessary to fairly state the financial condition of Everest Futures Fund. (See Note 6)

</TABLE>



(1)  Organization of the Partnership

Everest Futures Fund, L.P. (Partnership) was organized in June
1988, under the Iowa Uniform Limited Partnership Act (Act) for
the purpose of engaging in the speculative trading of futures
and forward contracts and options thereon. The General Partner
of the Partnership is Everest Asset Management, Inc. (General
Partner).

On March 29, 1996, the Partnership transferred all of its assets
to and became the sole limited partner of, Everest Futures Fund
II, L.P. (Trading Partnership), a newly formed limited
partnership which invests directly in commodity interests. The
co-general partners of the Trading Partnership are CIS
Investments, Inc. (CISI) and the General Partner (collectively,
the General Partners).

The Partnership was closed to new investors from July 31, 1989
to June 30, 1995. Effective July 1, 1995, the Partnership
reopened to new investors. The private placement offering is
continuing at a gross subscription price per unit equal to net
asset value per unit, plus an organization and offering cost
reimbursement fee payable to the General Partner, and a selling
commission equal to 1% and 3%, respectively, of net asset value
per unit. The General Partner may waive, in whole or in part,
the selling commission. Partnership interests are distributed
through Capital Management Partners, Inc., an affiliate of the
General Partner, and certain Additional Sellers.


(2)  Summary of Significant Accounting Policies

     Basis of Presentation

The accompanying financial statements are prepared on a combined
basis and include the accounts of Everest Futures Fund, L.P. and
Everest Futures Fund II, L.P. All significant intercompany
transactions and balances have been eliminated in the
accompanying combined financial statements.

     Cash Equivalents

Cash equivalents represent short-term highly liquid investments
with maturities of three months or less at time of purchase and
include money market accounts, securities purchased under
agreements to resell, commercial paper, and U.S. government and
agency obligations with variable rate and demand features, that
qualify them as cash equivalents. Securities purchased under
agreements to resell, with overnight maturity, are
collateralized by U.S. government and agency obligations and are
carried at the amounts at which the securities will subsequently
be resold plus accrued interest.

     Revenue Recognition

Realized and unrealized trading gains and losses on commodity
and forward contracts, which represent the difference between
cost and selling price or quoted market value, are recognized
currently. All trading activities are accounted for on a
trade-date basis.

     Partnership Units Sold
     
Proceeds received during the month from the continuing offering
of the Partnership's units of limited partnership interest are
recognized as of the last day of the month.  In prior years,
proceeds received during the month from the continuing offering
of the Partnership's units of limited partnership interest are
deferred pending investment on the first day of the following
month.  
     
     Foreign Currency Translation
     
Effective March 29, 1996, assets and liabilities denominated in
foreign currencies are translated at the prevailing exchange
rates as of the valuation date. Gains and losses on investment
activity are translated at the prevailing exchange rate on the
date of each respective transaction while year-end balances are
translated at the year-end currency rates. Prior to March 29,
1996, assets and liabilities denominated in foreign currencies,
and gains and losses on investment activity were translated at
the respective month-end exchange rates as of the valuation
date. Realized and unrealized foreign exchange gains or losses
are included in "Trading income and (expense)" in the combined
statements of operations.
     
     Income Taxes
     
Income taxes are not provided for by the Partnership because
taxable income of the Partnership is includable in the income
tax returns of the partners.
     
     Use of Estimates
     
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of increase and decrease in net assets from
operations during the period. Actual results could differ from
those estimates.
     
     Reclassifications
     
Certain reclassifications of prior year amounts have been made
to conform with the current year presentation.
     
     Minority Interest
     
Minority interest represents CISI's interest in the Trading
Partnership.
     

(3)  The Limited Partnership Agreement

The limited partners and General Partner share in the profits
and losses of the Partnership in proportion to the number of
units or unit equivalents held by each. However, no limited
partner is liable for obligations of the Partnership in excess
of his capital contribution and profits, if any, and such other
amounts as he may be liable for pursuant to the Act.
Distributions of profits are made solely at the discretion of
the General Partner.

Responsibility for managing the Partnership is vested solely in
the General Partner; however, the General Partner has delegated
complete trading authority to an unrelated party (note 4).

The Trading Partnership bears all expenses incurred in
connection with its trading activities, including commodity
brokerage commissions and fees payable to the trading advisor,
as well as legal, accounting, auditing, printing, mailing, and
extraordinary expenses. The Partnership bears all of its
administrative expenses.

Limited partners may cause any or all of their units to be
redeemed as of the end of any month at net asset value on ten
days' prior written notice. The Partnership will be dissolved at
December 31, 2020, or upon the occurrence of certain events, as
specified in the limited Partnership agreement.


(4)  Other Agreements

The Trading Partnership's sole trading advisor was John W. Henry
& Company, Inc. (JWH). The General Partners may replace the
advisor or add additional advisors at any time.

JWH receives from the Trading Partnership a monthly management
fee equal to 0.33% (4% annually) of the Trading Partnership's
month-end net asset value, as defined, and a quarterly incentive
fee of 15% of the Trading Partnership's new net trading profits,
as defined. The incentive fee is retained by JWH even though
trading losses may occur in subsequent quarters; however, no
further incentive fees are payable until any such trading losses
(other than losses attributable to redeemed units and losses
attributable to assets reallocated to another advisor) are
recouped by the Trading Partnership.

Cargill Investor Services, Inc., the clearing broker and an
affiliate of CISI (CIS or Clearing Broker), charges the Trading
Partnership monthly brokerage commissions equal to 0.50%
(1.0833% prior to April 1, 1995) of the Trading Partnership's
beginning-of-month net asset value, as defined. Effective
November 1, 1995, the General Partner receives a management fee
from CIS of approximately 83% of the brokerage commission
charged by CIS. Prior to November 1, 1995, no management fee was
received by the General Partner. From this management fee, CISI
receives a co-general partner fee from the General Partner equal
to 1/12 of .40% of the month-end net asset value, as defined.

A portion of assets (81% and 77% at December 31, 1998 and 1997,
respectively) are deposited with a commercial bank and invested
under the direction of Horizon Cash Management, Inc. (Horizon).
Horizon will receive a monthly cash management fee equal to 1/12
of .25% (.25% annually) of the average daily assets under
management if the accrued monthly interest income earned on the
Partnership's assets managed by Horizon exceeds the 91-day U.S.
Treasury bill rate.


(5)  Financial Instruments with Off-balance Sheet Risk

The Partnership was formed to speculatively trade commodity
interests. The Partnership's commodity interest transactions and
related cash balances are on deposit with the Clearing Broker or
CIS Financial Services, Inc. (CISFS or Forwards Currency Broker
and collectively, the Brokers) at all times. In the event that
volatility of trading of other customers of the Brokers impaired
the ability of the Brokers to satisfy the obligations to the
Partnership, the Partnership would be exposed to off-balance
sheet risk. Such risk is defined in Statement of Financial
Accounting Standards No. 105 (SFAS 105) as a credit risk. To
mitigate this risk, the Clearing Broker, pursuant to the
mandates of the Commodity Exchange Act, is required to maintain
funds deposited by customers, relating to futures contracts in
regulated commodities, in separate bank accounts which are
designated as segregated customers' accounts. In addition, the
Clearing Broker has set aside funds deposited by customers
relating to foreign futures and options in separate bank
accounts which are designated as customer secured accounts.
Lastly, the Clearing Broker is subject to the Securities and
Exchange Commission's Uniform Net Capital Rule which requires
the maintenance of minimum net capital at least equal to 4% of
the funds required to be segregated pursuant to the Commodity
Exchange Act. The Clearing Broker and Forwards Currency Broker
both have controls in place to make certain that all customers
maintain adequate margin deposits for the positions which they
maintain at each Broker. Such procedures should protect the
Partnership from the off-balance sheet risk as mentioned
earlier. Neither the Clearing Broker or the Forwards Currency
Broker engage in proprietary trading and thus have no direct
market exposure.

The contractual amounts of commitments to purchase and sell
exchange traded futures contracts and foreign currency forward
contracts was $770,165,935 and $1,165,567,730, respectively, on
December 31, 1998, and $122,625,171 and $199,498,674,
respectively, on December 31, 1997. The contractual amounts of
these instruments reflect the extent of the Partnership's
involvement in the related futures and forwards contracts and do
not reflect the risk of loss due to counterparty nonperformance.
Such risk is defined by SFAS 105 as credit risk. The
counterparty of the Partnership for futures contracts traded in
the United States and most non-U.S. exchanges on which the
Partnership trades is the Clearing House associated with the
exchange. In general, Clearing Houses are backed by the
membership and will act in the event of nonperformance by one of
its members or one of the members' customers and as such should
significantly reduce this credit risk. In the cases where the
Partnership trades on exchanges on which the Clearing House is
not backed by the membership, the sole recourse of the
Partnership for nonperformance will be the Clearing House. The
Forwards Currency Broker is the counterparty for the
Partnership's forwards transactions. CISFS policies require that
they execute transactions only with top rated financial
institutions with assets in excess of $100,000,000.

The average fair value of commodity interests was $3,023,080 and
$1,455,739 during 1998 and 1997, respectively. Fair value as of
December 31, 1998 and 1997 was $5,802,585 and $1,821,509,
respectively. The net gains or losses arising from the trading
of commodity interests are presented in the statement of
operations.

The Partnership holds futures and futures options positions on
the various exchanges throughout the world and forwards
positions with CISFS which transacts with various top rated
banks throughout the world. As defined by SFAS 105, futures and
foreign currency contracts are classified as financial
instruments. SFAS 105 requires that the Partnership disclose the
market risk of loss from all of its financial instruments.
Market risk is defined as the possibility that future changes in
market prices may make a financial instrument less valuable or
more onerous. If the markets should move against all of the
futures positions held by the Partnership at the same time, and
if the markets moved such that the CTAs were unable to offset
the futures positions of the Partnership, the Partnership could
lose all of its assets and the partners would realize a 100%
loss. The Partnership has a contract with a CTA who makes the
trading decisions on behalf of the Partnership. That CTA trades
a program which is diversified among the various futures
contracts in the financials and metals group on exchanges both
in the U.S. and outside the U.S. Such diversification should
greatly reduce this market risk.

At December 31, 1998, the cash requirement of the commodity
interests of the Partnership was $5,216,151. This cash
requirement is met by $2,311,687 being held in segregated funds,
$5,732,920 being held in secured funds, and $2,677,583 being
held in nonregulated funds. At December 31, 1997, the cash
requirement of the commodity interests of the Partnership of
$4,426,972 was met by $889,176 being held in segregated funds,
$2,706,869 being held in secured funds, and $4,539,708 being
held in nonregulated funds. At December 31, 1998 and 1997, cash
was on deposit with the Clearing Broker which exceeded the cash
requirement amount.	

The following chart discloses the dollar amount of the
unrealized gain or loss on open contracts of the Partnership at
December 31, 1998 and 1997:


Commodity Group                 1998              1997

Currency                      552,825           (130,470)
Stock Indices                    -               252,901
Metals                         (8,580)         1,344,350
Interest                    5,258,340            354,728

                Total       5,802,585          1,821,509

                                       
The range of expiration dates of these exchange traded open
contracts is February 1999 to September 1999. 



                        Acknowledgment
                        
To the best of my knowledge and belief, the information
contained herein is accurate and complete.

                        

/s/  Peter Lamoureux
     Peter Lamoureux
     President
     Everest Asset Management, Inc.
     General Partner