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, 1999

                        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.)

    2280 West Tyler Street, Suite 105, 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

   filesuch 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

   29, 2000:       $47,075,371.93


<PAGE>



                                     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 31,619.44  additional
Units sold for $56,946,733 since July 1, 1995 through December 31, 1999.

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  $1.8  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 2280 West Tyler
Street,  Suite 105,  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 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 paid 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 1994-1999 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, 1999
Capital had 10 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, 1999 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, 1999,  there were 22,615.30 Units held by Limited
Partners and 198.49 held by the General Partner.  A total of 8,415.58 Units were
redeemed by Limited Partners and 69.5 units were redeemed by the General Partner
from January 1, 1997 to December 31, 1999. The  Partnership's  Fifth 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
<TABLE>

                                 1995    1996     1997    1998   1999
                                 (In thousands, except amounts per Unit)
<CAPTION>
<S>                            <C>     <C>     <C>       <C>     <C>

1. Operating Revenues            $569   3,205   $7,337   $9,170  $(4,695)
2. Income (Loss) from
   Continuing Operations          371   2,080    4,190    3,756   (9,713)
3. Income (Loss)Per Unit       416.06  377.35    240.0   594.80   (405.66)
4. Total Assets                 2,279  12,478   39,462   57,221    41,849
5. Long Term Obligations           0       0       0        0       0
6. Cash Dividend per Unit          0       0       0        0       0

</TABLE>

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 from 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,  1999,  Limited  Partners  redeemed a total of
4,653.93 Units for $9,381,012 and the General  Partner did not redeem any Units.
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.

During  1999,  investors  purchased  1,891.18  Units  (none  of the  units  were
purchased by the General Partner) for $3,876,849.

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,  1999,  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, 1999, the  Partnership had $235,882 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.

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.

1999

The  Partnership  experienced  a  disappointing  year in 1999.  John W.  Henry &
Company,  Inc  (JWH),  the  trading  advisor to the Fund,  experienced  the most
difficult  performance year in its history.  A lack of sustained price movements
coupled with abrupt trend  reversals in many market  sectors  resulted in a very
difficult trading  environment.  The forces that supported strong returns in the
equity markets such as strong consumer confidence and the perception of economic
equilibrium  caused  volatile,  sideways price patterns in the futures  markets.
This type of price movement is extremely difficult for long-term trend followers
such as JWH.

The first quarter was marked by the advent of the newly formed Euro currency. In
March, the conflict in Kosovo led to the U.S. dollar gaining dramatically on the
Euro and Swiss franc. As the conflict in Kosovo  escalated,  the  crisis-related
selling  of  these  two  currencies  continued,  resulting  in  profits  for the
Partnership.  However,  erratic  markets in interest rates in Europe and the Far
East along with agricultural markets created losses.

The second  quarter  was the most  profitable  for the  Partnership.  Highlights
included the rising Nikkei and S&P 500 stock  indices and the continued  rise of
the dollar relative to the Euro and Swiss franc.  During May, the U.K.  rendered
its decision to sell over 50% of its gold reserves. This drove gold prices lower
and the Partnership's  short positions accrued profits.  Short U.S. and European
interest rate  positions  performed  well as the Federal  Reserve  increased the
discount rate a 1/4 point in June.

The third quarter was the most  difficult  quarter for the  Partnership.  As the
crisis in Kosovo began to abate,  the  Partnership's  currency  positions in the
Euro and Swiss  franc  quickly  reversed  and open trade  profits  were  reduced
dramatically.  Despite another 1/4 point interest rate increase in August, short
positions  in the U.S.  interest  rate  sector  suffered.  In the final  week of
September,  15 European  Central Banks  announced  that they had decided to stop
selling  gold  for  the  next  five  years.  Subsequently,  gold  prices  rose a
staggering  $50/ounce  and  handed  gold  sellers  such  as  the  Partnership  a
significant loss.

After the final  interest rate  increase in October,  yields on the U.S. 30 year
bond  moved  from  6.4% to 6.1%  and up to 6.5% in the  fourth  quarter  further
emphasizing the difficult  trading year.  Similar trading  patterns  occurred in
offshore interest rates which in turn led to negative performance.  The Japanese
yen and crude oil helped offset these losses as their positive trends continued.
The Partnership ended the year with a loss of $9,712,984.

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.

Since the  commencement  of  trading on  February  1, 1989 the  Partnership  has
experienced a cumulative  gain of 78.66% through  December 31, 1999. 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.


<PAGE>


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.

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.

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, 1999.  All
open position  trading risk exposures of the  Partnership  have been included in
calculating  the  figures  set  forth  below.  As  of  December  31,  1999,  the
Partnership's total capitalization was approximately $40.0 million.

<TABLE>

                                December 31, 1999

                                   % of Total

Market Sector         Value at Risk       Capitalization
<CAPTION>
<S>                   <C>                   <C>

Interest Rates        $ 1.3 million           3.4%
Currencies            $ 1.9 million           4.7%
Stock Indices         $ 0.7 million           1.6%
Precious Metals       $ 1.0 million           2.6%
Commodities           $ 0.0 million           0.0%
Energies              $ 0.0 million           0.0%
                      -------------           ----

             Total    $ 4.9 million           12.3%
</TABLE>



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, 1999, the Partnership had approximately
$ 40.6 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, 1999, by market sector.

Interest  Rates.   Interest  rate  risk  is  a  major  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/Euro,  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. 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, 1999,  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, 1999.

Foreign Currency Balances.  The Partnership's  primary foreign currency balances
are  in  Japanese  yen,  Euros,  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 2280 West Tyler  Street,
Suite 105, Fairfield, Iowa 52556 and its telephone number is (515) 472-5500.

The  officers and  directors of the General  Partner as of December 31, 1999 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.

Shaun D. O'Brien (born  November  1964) is Vice President - Controller/Treasurer
and a director.  Mr. O'Brien became a Vice President and a director of CISI on
July 1, 1999. Mr. O'Brien  graduated from  Northeastern  University in 1987 and
he received a master's degree from the University of Minnesota's  Carlson School
of Management in 1999. Mr. O'Brien began working for Cargill,  Incorporated  in
1988 and joined CIS in 1999.

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.

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.

Barbara A.  Walenga  (born in  February  1960) is an  Assistant  Secretary.  Ms.
Walenga  graduated  from  Fayetteville  Technical  Institute in 1981.  She began
working  at CIS in  August  1981.  She has held  various  compliance  management
positions at CIS and is currently the Legal Compliance Manager. She is currently
a member of the FIA Law and Compliance Division and the SIA Compliance and Legal
Division.

Additional CISI officers include James Clemens as Assistant Secretary and
Lillian Lundeen as Assistant Secretary

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, 1999 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       13.25%
          P.O. Drawer 1787
          Gastonia, NC  28053

Units    Pamela K. Warlick Trust    2,227.06 Units        9.76%
         U/A DTD 7/7/93
         P.O. Box 995
         Gastonia, NC  28052

Units   Shepard C. Kimbrell Trust   2,476.39 Units       10.85%
        U/A DTD 7/7/93
        P.O. Box 995
        Gastonia, NC  28052


          (b) As of December 31, 1999, the General  Partner  beneficially  owned
198.49 Units or approximately 0.87% of the outstanding Units of the Partnership.
Mr. Peter  Lamoureux,  President of the General  Partner owned 17.18697 Units or
0.075% of the outstanding  Units.  One other  shareholder of the General Partner
owned 17.44297 units or 0.08% of the outstanding Units.

               As of December 31, 1999, CISI, the co-general  partner of Everest
II,  owned  369.81172  units of  general  partnership  interests  in  Everest II
representing 1.12% ownership of the total outstanding  partnership interests. As
of December 31, 1999,  98.88% of the  beneficial  ownership  interest of limited
partnership units of Everest II was owned by the Partnership.


<PAGE>


          (c) As of  December  31,  1999,  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.

<PAGE>

                                 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, 1999 and 1998.

                 c.  Combined    Statements   of    Operations,    Combined
                     Statements    of   Changes   in   Partners'    Equity,
                     and Combined Statements of Cash Flows for the years ended
                     December 31, 1999, 1998, and 1997.

                 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.

<PAGE>


                        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 24, 2000          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 24, 2000


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


<PAGE>



                           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.




<PAGE>




                     EVEREST FUTURES FUND, L.P.
                   (An Iowa Limited Partnership)

                        Table of Contents



Independent Auditors' Report

Financial Statements:
     Combined Statements of Financial Condition

     Combined Statements of Operations

     Combined Statements of Changes in Partners' Equity

     Combined Statements of Cash Flows

Notes to Combined Financial Statements

Acknowledgment


<PAGE>



                      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, 1999 and 1998, and the
     related combined statements of operations, changes in partners' equity, and
     cash flows for each of the years in the  three-year  period ended  December
     31, 1999. 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.

     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,  1999 and  1998,  and the  results  of their
     operations,  changes in  partners'  equity,  and cash flows for each of the
     years in the three-year  period ended December 31, 1999, in conformity with
     generally accepted accounting principles.

                                               K.P.M.G. L.L.P.

     Chicago, IL

     February 3, 2000


<PAGE>

<TABLE>

                                      EVEREST FUTURES FUND, L.P.
                                    (An Iowa Limited Partnership)

                              Combined Statements of Financial Condition

                                     December 31, 1999 and 1998


<CAPTION>


Assets                                                                 1999       1998
                                                                   ------------ -----------
<S>                                                                    <C>        <C>

Cash and cash equivalents                                          $16,410,917  46,220,386
Equity in commodity trading accounts:
 Cash on deposit with Brokers                                        5,281,725   4,919,607
 Net unrealized trading gains on open contracts                        670,107   5,802,585
Investments, at fair value                                          18,867,562       --
Tax receivable                                                          36,445      36,445
Interest receivable                                                    581,849     241,554
                                                                   -----------------------
     Total assets                                                  $41,848,605  57,220,577
                                                                   =======================
Liabilities, Minority Interest, and Partners' Equity

Liabilities:
 Redemptions payable                                               $ 1,055,043   1,024,873
 Commissions payable                                                   192,660     225,131
 Advisor's management fee payable                                      138,225     188,693
 Accrued expenses                                                       29,962      27,364
                                                                   -----------------------
     Total liabilities                                               1,415,890   1,466,061
                                                                   -----------------------
Minority interest                                                      452,105     556,759
                                                                   -----------------------
Partners' equity:
 Limited Partners (22,615.30 and 25,378.05 units outstanding
  at December 31, 1999 and 1998, respectively)                      39,632,760  54,769,377
 General Partners (198.49 unit equivalents outstanding
  at December 31, 1999 and 1998)                                       347,850     428,380
                                                                   -----------------------
     Total partners' equity                                         39,980,610  55,197,757
                                                                   -----------------------
     Total liabilities, minority interest, and partner's equity    $41,848,605  57,220,577
                                                                   =======================
Net asset value per outstanding unit of Partnership interest       $  1,752.48    2,158.14
                                                                   =======================

<FN>

See accompanying notes to combined financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>


                                              EVEREST FUTURES FUND, L.P.
                                             (An Iowa Limited Partnership)

                                           Combined Statements of Operations

                                     Years ended December 31, 1999, 1998, and 1997

<CAPTION>



                                                                             1999             1998            1997
                                                                        ---------------   -------------   --------------
<S>                                                                          <C>               <C>             <C>

Trading income (loss):
    Net realized trading gain (loss) on closed contracts              $     (2,066,878)      2,823,961        4,482,936
    Change in net unrealized trading gain (loss)
      on open contracts                                                     (5,132,478)      3,981,075        1,648,592
    Change in net unrealized gain (loss) on investments                        (49,894)             --               --
    Net foreign currency translation gain (loss)                                46,852        (154,682)        (125,711)
    Brokerage commissions                                                   (3,045,619)     (2,726,807)      (1,495,903)
                                                                        ---------------   -------------   --------------

             Total trading income (loss)                                   (10,248,017)      3,923,547        4,509,914

Interest income, net of cash management fees                                 2,507,482       2,519,904        1,330,726
                                                                        ---------------   -------------   --------------

             Total income (loss)                                            (7,740,535)      6,443,451        5,840,640
                                                                        ---------------   -------------   --------------

General and administrative expenses:
    Advisor's management fees                                                2,004,411       1,835,911        1,018,708
    Advisor's incentive fees                                                        --         753,071          523,681
    Administrative expenses                                                     72,692          61,502           66,256
                                                                        ---------------   -------------   --------------

             Total general and administrative expenses                       2,077,103       2,650,484        1,608,645

Minority interest                                                              104,654         (37,300)         (41,834)
                                                                        ---------------   -------------   --------------

             Net income (loss)                                        $     (9,712,984)      3,755,667        4,190,161
                                                                        ===============   =============   ==============

Income  (loss)  per  unit  of  partnership  interest  (for  a  unit  outstanding
    throughout each year):

      General Partner                                                 $        (405.66)          94.80           240.05
      Limited partners                                                         (405.66)          94.80           240.05
                                                                        ===============   =============   ==============

Net income (loss) allocated to:

    General Partner                                                   $        (80,530)         40,329           41,666
    Limited partners                                                        (9,632,454)      3,715,338        4,148,495
                                                                        ===============   =============   ==============

<FN>

See accompanying notes to combined financial statements.

</FN>
</TABLE>

<PAGE>

<TABLE>


                                              EVEREST FUTURES FUND, L.P.
                                            (An Iowa Limited Partnership)

                                  Combined Statements of Changes in Partners' Equity

                                    Years ended December 31, 1999, 1998, and 1997

<CAPTION>



                                                            Total           Limited         General
                                                            Units           Partners        Partner         Total
                                                        --------------   ---------------  ------------  ---------------
<S>                                                          <C>               <C>             <C>            <C>

Partners' equity at December 31, 1996                        6,079.60  $     10,973,945       110,949       11,084,894

Partner contributions                                       12,655.67        23,057,009       222,770       23,279,779
Partner redemptions                                           (488.36)         (905,220)           --         (905,220)
Net income                                                         --         4,148,495        41,666        4,190,161
                                                        --------------   ---------------  ------------  ---------------

Partners' equity at December 31, 1997                       18,246.91        37,274,229       375,385       37,649,614

Partner contributions                                       10,672.42        20,061,140       162,666       20,223,806
Partner redemptions                                         (3,342.79)       (6,281,330)     (150,000)      (6,431,330)
Net income                                                         --         3,715,338        40,329        3,755,667
                                                        --------------   ---------------  ------------  ---------------

Partners' equity at December 31, 1998                       25,576.54        54,769,377       428,380       55,197,757

Partner contributions                                        1,891.18         3,876,849            --        3,876,849
Partner redemptions                                         (4,653.93)       (9,381,012)           --       (9,381,012)
Net loss                                                           --        (9,632,454)      (80,530)      (9,712,984)
                                                        --------------   ---------------  ------------  ---------------

Partners' equity at December 31, 1999                       22,813.79  $     39,632,760       347,850       39,980,610
                                                        ==============   ===============  ============  ===============

<FN>

See accompanying notes to combined financial statements.
</FN>
</TABLE>


<PAGE>


<TABLE>

                                              EVEREST FUTURES FUND, L.P.
                                             (An Iowa Limited Partnership)

                                           Combined Statements of Cash Flows

                                     Years ended December 31, 1999, 1998, and 1997
<CAPTION>




                                                                              1999            1998            1997
                                                                         ---------------  --------------  --------------
<S>                                                                       <C>              <C>             <C>
Cash flows from operating activities:

    Net income (loss)                                                  $     (9,712,984)      3,755,667       4,190,161
    Adjustments to reconcile net income (loss) to net
      cash provided by (used in) operating activities:
        Decrease (increase) in net unrealized trading
          gain (loss) on open contracts                                       5,132,478      (3,981,075)     (1,648,592)
        Decrease in net unrealized gain (loss) on investments                    49,894              --              --
        Increase in investments                                             (18,917,456)             --              --
        Increase in tax receivable                                                   --         (36,445)             --
        Increase in interest receivable                                        (340,295)       (119,638)        (64,136)
        Increase (decrease) in commissions payable                              (32,471)         63,383         113,771
        Increase (decrease) in management and
          incentive fees payable                                                (50,468)       (333,710)        158,089
        Increase (decrease) in accrued expenses                                   2,598         (13,589)         23,031
        Increase (decrease) in minority interest                               (104,654)        167,300         261,834
                                                                         ---------------  --------------  --------------

             Net cash provided by (used in) operating activities            (23,973,358)       (498,107)      3,034,158
                                                                         ---------------  --------------  --------------

Cash flows from financing activities:

    Proceeds from offering of units                                           3,876,849      19,590,412      23,087,470
    Redemption of units of partnership interest                              (9,350,842)     (5,470,617)       (851,026)
                                                                         ---------------  --------------  --------------

             Net cash provided by (used in) financing activities             (5,473,993)     14,119,795      22,236,444
                                                                         ---------------  --------------  --------------

             Net increase (decrease) in cash and cash equivalents           (29,447,351)     13,621,688      25,270,602

Cash and cash equivalents at beginning of year                               51,139,993      37,518,305      12,247,703
                                                                         ---------------  --------------  --------------

Cash and cash equivalents at end of year                               $     21,692,642      51,139,993      37,518,305
                                                                         ===============  ==============  ==============

<FN>

See accompanying notes to combined financial statements.
</FN>

</TABLE>

<PAGE>



                           EVEREST FUTURES FUND, L.P.
                         (An Iowa Limited Partnership)

                     Notes to Combined Financial Statements
                        December 31, 1999, 1998, and 1997


(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 options  thereon
        and forward  contracts.  The sole  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 clearing  broker is Cargill
        Investor Services,  Inc. (CIS or Clearing Broker), the parent company of
        CISI.  The forwards  broker is CIS Financial  Services,  Inc.  (CISFS or
        Forwards Currency Broker), an affiliate of CISI. The Clearing Broker and
        the Forwards  Currency  Broker will  collectively  be referred to as the
        Brokers.

        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 and Cash Equivalents

              Cash equivalents  represent  short-term highly liquid  investments
              with  remaining  maturities  of 60 days or less 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.   These  cash  equivalents,  with  the  exception  of
              securities  purchased  under  agreement  to resell,  are stated at
              amortized  cost,  which   approximates   fair  value.   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. For purposes of the statements of
              cash  flows,  cash and  cash  equivalents  includes  cash and cash
              equivalents  and cash on  deposit  with  Brokers  in the equity in
              commodity futures trading accounts.

              Fair Value of Financial Instruments

              The financial  instruments held by the Company are reported in the
              statements of financial  condition at market or fair value,  or at
              carrying amounts which  approximate  fair value,  because of their
              highly liquid nature and short-term maturity.

              Revenue Recognition

              Commodity   futures   contracts,   forward   contracts,   physical
              commodities,  and related  options are recorded on the trade date.
              All such  transactions  are recorded on the identified  cost basis
              and marked to market  daily.  Unrealized  gains and losses on open
              contracts  reflected  in the  statements  of  financial  condition
              represent the  difference  between  original  contract  amount and
              market  value (as  determined  by exchange  settlement  prices for
              futures  contracts and related options and cash dealer prices at a
              predetermined  time for forward contracts,  physical  commodities,
              and their related options) as of the last business day of the year
              or as of the last date of the financial statements.

              Foreign Currency Translation

              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.  Realized and unrealized foreign exchange gains or
              losses are  included  in  trading  income  (loss) in the  combined
              statements of operations.

              Income Taxes

              Income  taxes  are not  provided  for by the  Partnership  because
              taxable  income  (loss) 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.

              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.  The General  Partner has delegated  complete  trading
        authority to an unrelated party (see 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 is 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.

        CIS charges the Trading Partnership monthly brokerage  commissions equal
        to 0.50%  of the  Trading  Partnership's  beginning-of-month  net  asset
        value, as defined.  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 .25% of the month-end net
        asset value, as defined. Prior to January 1, 1999, CISI received 1/12 of
        .40% of the month-end net asset value.

        A  portion  of  assets  (84% and 81% at  December  31,  1999  and  1998,
        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 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 were
        $105,684,842 and $196,940,119,  respectively,  on December 31, 1999, and
        $770,165,935 and $1,165,567,730, respectively, on December 31, 1998. The
        contractual  amounts  of these  instruments  reflect  the  extent of the
        Partnership's  involvement in the related futures and forward  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  forward  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   $2,915,108,
        $3,023,080,  and $1,455,739  during 1999, 1998, and 1997,  respectively.
        Fair  value  as  of  December  31,  1999  and  1998  were  $670,107  and
        $5,802,585,  respectively.  The net  gains or  losses  arising  from the
        trading of  commodity  interests  are  presented  in the  statements  of
        operations.

        The  Partnership  holds  futures and futures  options  positions  on the
        various exchanges  throughout the world and forward 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, 1999, the cash requirement of the commodity interests of
        the  Partnership  was  $5,198,824.  This  cash  requirement  is  met  by
        $3,671,052  being held in  segregated  funds,  $2,044,897  being held in
        secured  funds,  and  $235,882  being  held in  nonregulated  funds.  At
        December 31, 1998, the cash  requirement  of the commodity  interests of
        the  Partnership  of  $5,216,151  was met by  $2,311,687  being  held in
        segregated funds, $5,732,920 being held in secured funds, and $2,677,584
        being held in  nonregulated  funds.  At December 31, 1999 and 1998, cash
        was on deposit  with the Brokers  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, 1999 and 1998:
<TABLE>

        Commodity Group                      1999               1998
                                            --------        ----------
        <S>                                <C>            <C>

        Currency                            $120,829          552,825
        Stock Indices                        122,676          --------
        Metals                              (227,160)          (8,580)
        Interest                             653,762        5,258,340

<FN>

        The range of expiration dates of these exchange-traded open contracts
        is February 2000 to December 2000.
</FN>
</TABLE>


<PAGE>



                   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 of Everest Futures Fund, L.P.