UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                  Annual Report Pursuant to Section 13 or 15(d)

                     of the Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 1997

Commission File Number 0-21586

                     F-1000 Futures Fund L.P., Series IX
          (Exact name of registrant as specified in its charter)
                New York                                 13-3678327
         (State or other jurisdiction of                (I.R.S. Employer
          incorporation or organization)                 Identification No.)

                    c/o Smith Barney Futures Management Inc.
                           390 Greenwich St. - 1st Fl.
                            New York, New York 10013
              (Address and Zip Code of principal executive offices)

                                 (212) 723-5424
              (Registrant's telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: 50,000 Units
                                                                of Limited
                                                                Partnership
                                                                Interest
                                                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                          Yes   X    No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K [ ]


<PAGE>



                                     PART I

Item 1. Business.

         (a) General  development of business.  F-1000 Futures Fund L.P., Series
IX (the  "Partnership")  is a limited  partnership  organized on August 25, 1992
under the Partnership Laws of the State of New York. The Partnership  engages in
speculative  trading of  commodity  interests,  including  forward  contracts on
foreign currencies,  commodity options and commodity futures contracts including
futures  contracts  on United  States  Treasuries  and certain  other  financial
instruments,  foreign currencies and stock indices. The Partnership  maintains a
portion of its assets in interest  payments  stripped from U.S.  Treasury  Bonds
under the Treasury's  STRIPS program ("Zero Coupons") which payments will be due
May 15,  1999.  The  Partnership  uses the Zero  Coupons and its other assets to
margin its commodities account.
         A  total  of  50,000  Units  of  Limited  Partnership  Interest  in the
Partnership (the "Units") were offered to the public.  A Registration  Statement
on Form S-1 relating to the public offering of 50,000 units became  effective on
August 25, 1992.  Between November 24, 1992 and March 8, 1993, 23,755 Units were
sold to the public at $1,000 per Unit.  Proceeds of the offering  along with the
General  Partners'  contribution  of $249,000 were held in escrow until March 9,
1993  at  which  time  an  aggregate  of  $24,005,000  was  turned  over  to the
Partnership and the Partnership  commenced trading  operations.  Redemptions for
the years ended  December 31, 1997,  1996 and 1995 are reported in the Statement



                                     2

<PAGE>



of Partners' Capital on page    F-5 under   "Item 8. Financial   Statements  and
Supplementary Data."
     Smith  Barney  Futures  Management  Inc.  acts as the general  partner (the
"General  Partner") of the Partnership and is a wholly owned subsidiary of Smith
Barney Inc. ("SB"). SB acts as commodity broker for the Partnership. On November
28, 1997, Smith Barney Holdings Inc. was merged with Salomon Inc to form Salomon
Smith Barney  Holdings  Inc.  ("SSBH"),  a wholly owned  subsidiary of Travelers
Group Inc. SB is a wholly owned subsidiary of SSBH.
         The  Partnership's  trading of futures contracts on commodities is done
on United  States and foreign  commodity  exchanges.  It engages in such trading
through a commodity brokerage account maintained with SB.
         Under  the  Limited  Partnership  Agreement  of  the  Partnership  (the
"Limited Partnership  Agreement"),  the General Partner administers the business
and affairs of the  Partnership.  As of December 31, 1997 all commodity  trading
decisions are made for the Partnership by Trendview  Management,  Inc. and Rabar
Market Research, Inc. ("Rabar"),  (collectively, the "Advisors"). Neither of the
Advisors is  affiliated  with the General  Partner or SB. The  Advisors  are not
responsible for the organization or operation of the Partnership.
         Pursuant to the terms of the  Management  Agreements  (the  "Management
Agreements"),  the  Partnership is obligated to pay each Advisor:  (i) a monthly
management fee equal to 1/6 of 1% of the Net Assets of the Partnership allocated


                                   3

<PAGE>


to each  Advisor as of the end of each month (2% per year) and (ii) an incentive
fee payable  quarterly (Rabar will be paid on an annual basis),  equal to 20% of
the New  Trading  Profits  (as  defined  in the  Management  Agreements)  of the
Partnership.
         The Customer  Agreement  provides  that the  Partnership  will pay SB a
monthly  brokerage  fee equal to .71% of month-end  Net Assets  allocated to the
Advisors (8.5% per year) in lieu of brokerage  commissions on a per trade basis.
SB will pay a portion of its  brokerage  fees to its financial  consultants  who
have sold Units and who are registered as associated  persons with the Commodity
Futures Trading  Commission (the "CFTC").  The Partnership will pay for National
Futures  Association  ("NFA") fees, exchange and clearing fees, give-up and user
fees and floor brokerage  fees.  Brokerage fees will be paid for the life of the
Partnership,  although the rate at which such fees are paid may be changed.  The
Customer  Agreement  between the  Partnership  and SB gives the  Partnership the
legal right to net unrealized gains and losses.
         In addition, SB will pay the Partnership interest on 75% of the average
daily  equity  maintained  in cash in its account  during each month at the rate
equal to the average  noncompetitive  yield of 13-week  U.S.  Treasury  Bills as
determined at the weekly auctions thereof during the month.
         SSBH has agreed to contribute up to  $50,000,000  to the  Partnership's
capital without recourse to the Partnership, the General Partner or SB to enable
the  Partnership  to meet its  margin  obligations  to SB.  As a  result  of the

                                4

<PAGE>


agreement,  the Partnership  should not have to liquidate its Zero Coupons prior
to their due date except to fund  redemptions,  and investors who remain limited
partners until dissolution of the Partnership  should receive an amount at least
equal to their initial  investment.  The General  Partner will provide a copy of
SSBH's annual report as filed with the SEC to any limited partner requesting it.

          (b) Financial  information about industry segments.  The Partnership's
business  consists  of  only  one  segment,  speculative  trading  of  commodity
interests (including, but not limited to, futures contracts, options and forward
contracts on U.S. Treasuries,  other financial instruments,  foreign currencies,
stock  indices and physical  commodities).  The  Partnership  does not engage in
sales of goods or services.  The Partnership's net income (loss) from operations
for the years ended December 31, 1997,  1996, 1995, 1994 and for the period from
March 9, 1993  (commencement of trading  operations) to December 31, 1993 is set
forth under "Item 6. Select Financial Data." Partnership  capital as of December
31, 1997 was $7,072,342.

         (c)        Narrative  description  of business.
                    See Paragraphs (a) and (b) above.
                    (i) through (x) - Not  applicable.
                    (xi) through (xii) - Not  applicable.
                    (xiii)  - The  Partnership  has no employees.


                                        5

<PAGE>



         (d)        Financial   Information     About   Foreign   and   Domestic
                    Operations  and  Export  Sales.  The  Partnership  does  not
engage in sales of goods or services, and therefore this item is not applicable.
Item 2.  Properties.
         The Partnership does not own  or   lease any properties.  The   General
Partner operates out of facilities provided by its affiliate, SB.
Item 3.  Legal Proceedings.
         There are no pending legal  proceedings  to which the  Partnership is a
party or to which any of its assets is subject.  No material  legal  proceedings
affecting  the  Partnership  were  terminated  during the fiscal  year.  Item 4.
Submission of Matters to a Vote of Security Holders.
         There were no matters  submitted  to the  security  holders  for a vote
during the last fiscal year covered by this report.

                                   PART II
Item 5. Market for Registrant's Common Equity and Related Security
              Holder Matters.
              (a)   Market Information.  The Partnership   has issued  no stock.
                    There is no established public trading market for the  Units
                    of Limited Partnership Interest.
              (b)   Holders.   The   number  of  holders  of  Units  of  Limited
                    Partnership Interest as of December 31, 1997 was 484.
              (c)   Distribution. The Partnership did not declare a distribution
                    in 1997 or 1996.

                                        6

<PAGE>



Item 6. Select Financial Data. The Partnership  commenced trading  operations on
March 9, 1993.  Realized and unrealized  trading gains,  realized and unrealized
gains (losses) on Zero Coupons,  interest income, net income (loss) and increase
(decrease)  in net asset value per Unit for the years ended  December  31, 1997,
1996, 1995, 1994 and for the period from March 9, 1993  (commencement of trading
operations)  to December 31, 1993 and total  assets at December 31, 1997,  1996,
1995, 1994 and 1993 were as follows:

<TABLE>
<CAPTION>

                                         1997             1996              1995                 1994              1993
                                    -----------      ------------      ----------           -----------          --------

<S>                                        <C>            <C>               <C>                  <C>                <C>
Realized and unrealized
 trading gains net of
 brokerage  commissions and
 clearing fees of $258,085,
 $271,097, $368,786,
 $584,851 and $653,875,
 respectively                      $    376,313      $     23,106       $    420,261       $    222,464       $    353,586


Realized and unrealized gains
 (losses)on Zero Coupons                 42,987          (159,745)           899,375         (1,583,065)           140,604

Interest income                         388,224           485,260            623,626            929,636            880,622
                                   ------------      ------------       ------------       ------------       ------------

                                   $    807,524      $    348,621       $  1,943,262       $   (430,965)      $  1,374,812
                                   ============      ============       ============       ============       ============

Net Income (loss)                  $    662,979      $    218,128       $  1,519,530       $   (945,801)      $    934,115
                                   ============      ============       ============       ============       ============

Increase (decrease) in
 net asset value per unit          $     103.28      $      39.64       $     128.38       $     (42.92)      $      39.06
                                   ============      ============       ============       ============       ============

Total assets                       $  7,554,774      $  8,030,154       $ 11,505,904       $ 15,407,997       $ 24,207,383
                                   ============      ============       ============       ============       ============

                                                                   7
</TABLE>

<PAGE>




Item 7.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations.
         (a)  Liquidity.  The  Partnership  does not engage in sales of goods or
services.  Its only  assets  are its  equity in its  commodity  futures  trading
account,  consisting of cash and cash equivalents,  Zero Coupons, net unrealized
appreciation  (depreciation) on open futures contracts and interest  receivable.
Because  of the low margin  deposits  normally  required  in  commodity  futures
trading,  relatively  small price movements may result in substantial  losses to
the Partnership.  Such substantial  losses could lead to a material  decrease in
liquidity.  To minimize this risk,  the  Partnership  follows  certain  policies
including:
         (1)  Partnership  funds are invested only in commodity  contracts which
are traded in sufficient volume to permit, in the opinion of the Advisors,  ease
of taking and liquidating positions.
         (2)  The   Partnership   diversifies   its   positions   among  various
commodities.
         (3) No Advisor will initiate  additional  positions in any commodity if
such  additional   positions  would  result  in  aggregate   positions  for  all
commodities  requiring as margin more than 66-2/3% of the  Partnership's  assets
allocated to the Advisor.
         (4) The  Partnership may  occasionally  accept delivery of a commodity.
Unless such  delivery is disposed  of  promptly  by  retendering  the  warehouse
receipt  representing  the  delivery  to the  appropriate  clearing  house,  the
physical commodity position will be fully hedged.


                                  8

<PAGE>



         (5) The  Partnership  will not employ the  trading  technique  commonly
known as  "pyramiding",  in which the  speculator  uses  unrealized  profits  on
existing positions as margin for the purchase or sale of additional positions in
the same or related commodities.
         (6) The  Partnership  will not  utilize  borrowings  except  short-term
borrowing if the Partnership takes delivery of any cash commodities.
         (7) The Advisors may, from time to time, employ trading strategies such
as spreads or  straddles  on behalf of the  Partnership.  The term  "spread"  or
"straddle"   describes  a  commodity  futures  trading  strategy  involving  the
simultaneous buying and selling of contracts on the same commodity but involving
different  delivery  dates or markets and in which the trader  expects to earn a
profit from a widening or narrowing of the difference  between the prices of the
two contracts.
                The   Partnership  is  party  to  financial   instruments   with
off-balance  sheet  risk,  including   derivative   financial   instruments  and
derivative commodity  instruments,  in the normal course of its business.  These
financial  instruments  include  forwards,  futures and options,  whose value is
based  upon an  underlying  asset,  index,  or  reference  rate,  and  generally
represent  future  commitments  to  exchange  currencies  or cash  flows,  or to
purchase or sell other  financial  instruments  at specified  terms at specified
future dates.  Each of these  instruments is subject to various risks similar to
those  relating to the underlying  financial  instruments  including  market and
credit         risk.       The    General    Partner   monitors   and   controls

                                 9

<PAGE>



the Partnership's risk exposure on a daily basis through  financial,  credit and
risk  management  monitoring  systems  and,  accordingly  believes  that  it has
effective  procedures for evaluating and limiting the credit and market risks to
which the  Partnership is subject.  (See also "Item 8. Financial  Statements and
Supplementary  Data.," for further  information  on  financial  instrument  risk
included in the notes to financial statements.)
          Other  than the risks  inherent  in  commodity  futures  trading,  the
Partnership knows of no trends,  demands,  commitments,  events or uncertainties
which  will  result  in  or  which  are  reasonably  likely  to  result  in  the
Partnership's  liquidity  increasing  or  decreasing  in any  material  way. The
Limited  Partnership  Agreement  provides  that the General  Partner may, at its
discretion,  cause the Partnership to cease trading operations and liquidate all
open positions upon the first to occur of the following:  (i) December 31, 2012;
(ii)  at the end of the  month  in  which  the  Zero  Coupons  purchased  by the
Partnership come due (May, 1999);  (iii) the vote to dissolve the Partnership by
limited  partners  owning  more than 50% of the Units;  (iv)  assignment  by the
General  Partner  of all of its  interest  in  the  Partnership  or  withdrawal,
removal,  bankruptcy or any other event that causes the General Partner to cease
to be a general  partner under the  Partnership  Act unless the  Partnership  is
continued as described in the Limited Partnership Agreement; (v) the Partnership
is required to register under the Investment Company Act of 1940 and the General
Partner  determines  that  dissolution  is therefore in the  Partnership's  best


                                     10

<PAGE>



interest; or (vi) the  occurrence of any event which shall make it unlawful  for
the existence of the Partnership to be continued.
         (b)  Capital  resources.  (i) The  Partnership  has  made  no  material
commitments for capital expenditures.
                (ii) The  Partnership's  capital  will  consist  of the  capital
contributions  of the  partners as  increased or decreased by gains or losses on
commodity futures trading and by expenses, interest income, redemptions of Units
and  distributions  of profits,  if any.  Gains or losses on  commodity  futures
trading  cannot be predicted.  Market moves in  commodities  are dependent  upon
fundamental and technical  factors which the  Partnership's  Advisors may or may
not be able to  identify.  Partnership  expenses  will  consist of,  among other
things,  commissions,  management  fees and incentive  fees.  The level of these
expenses is dependent  upon the level of trading and the ability of the Advisors
to identify and take advantage of price movements in the commodity  markets,  in
addition to the level of Net Assets  maintained.  Furthermore,  the  Partnership
will receive no payment on its Zero Coupons until their due date.  However,  the
Partnership  will accrue interest on the Zero Coupons and Limited  Partners will
be required to report as interest  income on their U.S. tax returns in each year
their pro rata share of the accrued  interest on the Zero Coupons even though no
interest  will be paid  prior to their  due date.  In  addition,  the  amount of
interest  income  payable by SB is dependent  upon interest rates over which the
Partnership has no control.

                                   11

<PAGE>


                 No forecast can be made as to  the   level   of  redemptions in
any given period. A Limited Partner may cause all of his Units to be redeemed by
the  Partnership  at the Net Asset Value  thereof as of the last day of a fiscal
quarter (the  "Redemption  Date") on fifteen days' written notice to the General
Partner.  Redemption fees equal to 4%, 3%, 2% and 1% of Net Asset Value per Unit
redeemed  were  charged to any  Limited  Partner who  redeemed  his Units on the
first,  second,  third  or  fourth  possible  Redemption  Dates,   respectively.
Thereafter, no redemption fee will be charged. During 1994 and 1993, SB received
redemption  fees of $52,854 and $77,949,  respectively.  Redemptions  of partial
Units or less than all the Units owned by a Limited  Partner  are not  permitted
except at the sole discretion of the General Partner.
         For the year  ended  December  31,  1997,  1,083  Units  were  redeemed
totaling  $1,347,403.  For the year ended  December 31,  1996,  2,810 Units were
redeemed totaling $3,113,939.  For the year ended December 31, 1995, 3,095 Units
were  redeemed for a total of  $3,386,462  which  includes  the General  Partner
redemption representing 146 Unit equivalents totaling $164,180.
         For each Unit redeemed the  Partnership  liquidates  $1,000  (principal
amount) of Zero Coupons and will continue to liquidate $1,000 (principal amount)
of Zero Coupons per Unit redeemed.  These  liquidations  will be at market value
which will be less than the amount  payable on their due date.  Moreover,  it is
possible  that  the  market  value  of the Zero  Coupon  could be less  than its
purchase price plus the original issue discount amortized to date.


                                        12

<PAGE>



             (c) Results of  operations.  For the year ended  December 31, 1997,
the net asset value per Unit increased 8.9% from $1,164.16 to $1,267.44. For the
year ended  December 31, 1996,  the net asset value per Unit increased 3.5% from
$1,124.52 to  $1,164.16.  For the year ended  December  31, 1995,  the net asset
value increased 12.9% from $996.14 to $1,124.52.
         The  Partnership  experienced  net  trading  gains of  $634,398  before
commissions  and  expenses  for the year ended  December  31,  1997.  Gains were
attributable to trading in interest rates, currencies, metals, softs and indices
and were partially  offset by losses in livestock,  grains and energy  commodity
futures.  The Partnership  experienced a realized loss of $8,752 on Zero Coupons
liquidated  in  conjunction  with  the  redemption  of  Units  during  1997  and
unrealized appreciation of $51,739 on Zero Coupons during 1997.
         The  Partnership  experienced  net  trading  gains of  $294,203  before
commission  and  expenses  for the year  ended  December  31,  1996.  Gains were
attributable to the trading of commodity futures in currencies,  energy products
and  interest  rates and were  partially  offset by  losses  in the  trading  of
commodity futures in metals,  agricultural products and indices. The Partnership
experienced a realized loss of $46,071 on Zero Coupons liquidated in conjunction
with the redemption of Units during 1996 and unrealized depreciation of $113,674
on Zero Coupons during 1996.
         The  Partnership  experienced  net  trading  gains of  $789,047  before
commissions and expenses for the year ended December 31, 1995.  Realized trading


                                     13

<PAGE>


gains of $855,208 were attributable to net trading gains in foreign  currencies,
interest rates, stock indices and energy commodity futures. These realized gains
were partially  offset by realized  losses  experienced in the trading of metals
and agricultural commodity futures. The Partnership  experienced a realized loss
of $95,508 on Zero Coupons  liquidated  in  conjunction  with the  redemption of
Units during 1995 and unrealized appreciation of $994,883 on Zero Coupons during
1995.
         Commodity futures markets are highly volatile. Broad price fluctuations
and rapid inflation increase the risks involved in commodity  trading,  but also
increase the possibility of profit. The profitability of the Partnership depends
on the  existence  of major  price  trends and the  ability of the  Advisors  to
identify  those price trends  correctly.  Price trends are  influenced by, among
other things, changing supply and demand relationships,  weather,  governmental,
agricultural,   commercial  and  trade  programs  and  policies,   national  and
international  political and economic  events and changes in interest  rates. To
the extent that market trends exist and the Advisors are able to identify  them,
the Partnership expects to gain capital from operations.



                                    14

<PAGE>




Item 8.                 Financial Statements and Supplementary Data.




                  F-1000 FUTURES FUND L.P., SERIES IX
                     INDEX TO FINANCIAL STATEMENTS



                                                                      Page
                                                                      Number


  Report of Independent Accountants.                                    F-2

  Financial Statements:
  Statement of Financial Condition at
  December 31, 1997 and 1996.                                           F-3

  Statement of Income and Expenses for
  the years ended December 31, 1997,1996
  and 1995.                                                             F-4
  Statement of Partners' Capital for the
  years ended December 31, 1997, 1996
  and 1995.                                                             F-5

  Notes to Financial Statements.                                     F-6 -  F-11










                                       F-1

                                    Continued


<PAGE>

           Report of Independent Accountants

To the Partners of
   F-1000 Futures Fund L.P., Series IX:

We have audited the  accompanying  statement  of  financial  condition of F-1000
FUTURES FUND L.P., SERIES IX (a New York Limited Partnership) as of December 31,
1997 and  1996,  and the  related  statements  of  income  and  expenses  and of
partners'  capital for the years ended December 31, 1997,  1996, and 1995. These
financial  statements  are the  responsibility  of the management of the General
Partner.  Our  responsibility  is to  express  an  opinion  on  these  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 the
management of the General Partner,  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 financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of F-1000  Futures Fund L.P.,
Series IX as of December  31, 1997 and 1996,  and the results of its  operations
for the  years  ended  December  31,1997,  1996 and  1995,  in  conformity  with
generally accepted accounting principles.



                                                        Coopers & Lybrand L.L.P.

New York, New York
March 6, 1998



                                   F-2
<PAGE>


                       F-1000 Futures Fund L.P., Series IX
                        Statement of Financial Condition
                           December 31, 1997 and 1996


Assets:                                                   1997          1996
Equity in commodity futures
  trading account:
   Cash and cash equivalents (Note 3c)                $1,869,607     $1,956,801
   Net unrealized appreciation
    on open futures contracts                            189,234        107,664
   Commodity options owned, at
    market value (cost $960 in 1996)                          --            660
   Zero Coupons, $5,580,000 and
    $6,663,000 principal amount in
    1997, and 1996, respectively,
    due May 15, 1999, at
    market value (amortized
    cost $5,179,077 and
    $5,858,376 in 1997 and
    1996, respectively) (Notes
    1 and 2)                                           5,167,917      5,795,477
                                                      ----------     ----------
                                                       7,226,758      7,860,602
  Receivable from SB on sale of
   Zero Coupons                                          321,204        162,690
  Interest receivable                                      6,812          6,862
                                                      ----------     ----------
                                                      $7,554,774     $8,030,154
                                                      ----------     ----------


Liabilities and Partners'
Capital:
Liabilities:
  Accrued expenses:
   Commissions                                        $   18,446     $   18,484
   Management fees                                         4,309          4,318
   Other                                                  19,875         31,916
  Commodity options written, at
   market value (premiums                                     --            972
   received $800 in 1996)
  Redemptions payable (Note 5)                           439,802        217,698
                                                      ----------     ----------
                                                         482,432        273,388
Partners' Capital (Notes 1, 5 and 7):
  General Partner, 103 Unit
   equivalents outstanding in
   1997 and 1996                                         130,547        119,908
  Limited Partners, 5,477 and
   6,560 Units of Limited
   Partnership Interest
   outstanding in 1997 and
   1996, respectively                                  6,941,795      7,636,858
                                                      ----------     ----------
                                                       7,072,342      7,756,766
                                                      ----------     ----------
                                                      $7,554,774     $8,030,154
                                                      ----------     ----------



See notes to financial statements.

                              F-3
<PAGE>


                       F-1000 Futures Fund L.P., Series IX
                        Statement of Income and Expenses
                               for the years ended
                        December 31, 1997, 1996 and 1995


                              1997            1996          1995
Income:
  Net gains (losses) on
   trading
   of commodity
   interests:
   Realized gains on
    closed
    positions              $  552,356  $   627,333    $   855,208
   Change in unrealized
    gains/
    losses on open
    positions                  82,042     (333,130)       (66,161)
                          -----------  -----------    -----------
                              634,398      294,203        789,047
  Less, Brokerage
   commissions and
   clearing fees
   ($8,753, $9,263 and
   $13,589,
   respectively)
   (Note 3c)                 (258,085)    (271,097)      (368,786)
                          -----------  -----------    -----------
  Net realized and
   unrealized
   gains                      376,313       23,106        420,261
  Loss on sale of
   Zero Coupons                (8,752)     (46,071)       (95,508)
  Unrealized
   appreciation
   (depreciation) on
   Zero Coupons                51,739     (113,674)       994,883
  Interest income
   (Notes 2c
   and 3c)                    388,224      485,260        623,626
                          -----------  -----------    -----------
                              807,524      348,621      1,943,262
                          -----------  -----------    -----------
Expenses:
  Management fees (Note 3b)    54,426       56,703         76,201
  Incentive fees (Note 3b)     50,954       20,099        151,220
  Other expenses               39,165       46,170         57,244
  Organization expense
  (Note 6)                          -        7,521        139,067
                          -----------  -----------    -----------
                              144,545      130,493        423,732
                          -----------  -----------    -----------
Net income                $   662,979  $   218,128    $ 1,519,530
                          -----------  -----------    -----------
Net income per Unit of
  Limited Partnership
  Interest and General
  Partner Unit
  equivalent (Notes 1
  and 7)                  $    103.28  $     39.64    $    128.38
                          -----------  -----------    -----------




See notes to financial statements.
                         F-4

<PAGE>


                       F-1000 Futures Fund L.P., Series IX
                         Statement of Partners' Capital
                               for the years ended
                        December 31, 1997, 1996 and 1995


                              Limited      General
                             Partners      Partner          Total
Partners' capital at
   December 31, 1994      $ 12,271,470    $ 248,039    $ 12,519,509
Net income                   1,487,564       31,966       1,519,530
Redemption of 2,949
   Units of
   Limited Partnership
   Interest
   and General Partner
   redemption
   representing
   146 Unit equivalents     (3,222,282)    (164,180)     (3,386,462)
                          ------------    ---------    ------------
Partners' capital at
   December 31, 1995        10,536,752      115,825      10,652,577
Net income                     214,045        4,083         218,128
Redemption of 2,810
   Units of Limited
   Partnership Interest     (3,113,939)          --      (3,113,939)
                          ------------    ---------    ------------
Partners' capital at
   December 31, 1996         7,636,858      119,908       7,756,766
Net income                     652,340       10,639         662,979
Redemptions of 1,083
   Units of Limited
   Partnership Interest     (1,347,403)          --      (1,347,403)
                          ------------    ---------    ------------
Partners' capital at
   December 31, 1997      $  6,941,795    $ 130,547    $  7,072,342
                          ------------    ---------    ------------






See notes to financial statements.
                              F-5

<PAGE>


                            F-1000 Futures Fund L.P.,
                                    Series IX
                          Notes to Financial Statements

1.  Partnership Organization:

    F-1000  Futures  Fund  L.P.,  Series  IX (the  "Partnership")  is a  limited
    partnership  which was  organized  on August 25, 1992 under the  partnership
    laws of the  State of New York to  engage in the  speculative  trading  of a
    diversified  portfolio of commodity  interests  including futures contracts,
    options and forward  contracts.  The commodity  interests that are traded by
    the  Partnership  are volatile and involve a high degree of market risk. The
    Partnership  maintains a portion of its assets in interest payments stripped
    from U.S.  Treasury Bonds under the Treasury's STRIPS program which payments
    are due  approximately  six years  from the date  trading  commenced  ("Zero
    Coupons").  The  Partnership  was authorized to sell 50,000 Units during the
    public offering period.

   Smith Barney  Futures  Management  Inc.  acts as the  general  partner  (the
   "General  Partner") of the Partnership and is a wholly owned subsidiary   of
   Smith Barney Inc.  ("SB").  SB acts as commodity  broker for  the Partnership
   (see Note3c). On November 28, 1997,  Smith Barney  Holdings  Inc.  was merged
   with Salomon Inc to form  Salomon  Smith  Barney  Holdings  Inc.  ("SSBH"), a
   wholly  owned   subsidiary of   Travelers   Group  Inc. SB  is a wholly owned
   subsidiary of SSBH.

   The  General  Partner and each  limited  partner  share  in  the  profits and
   losses  of the  Partnership  in  proportion   to the  amount  of  partnership
   interest  owned  by each except that no  limited  partner shall be liable for
   obligations  of  the   Partnership   in   excess   of  his  initial   capital
   contribution   and profits,  if  any, net of  distributions.  The Partnership
   will be  liquidated  at  the end of the  month  in which  the  Zero  Coupons
   purchased  by  the  Partnership   come due (May  1999),  or upon the  earlier
   occurrence   of   certain  other  circumstances  set  forth  in  the  Limited
   Partnership Agreement.

  2.Accounting Policies:

    a. All commodity interests (including  derivative financial  instruments and
       derivative  commodity  instruments)  are used for trading  purposes.  The
       commodity  interests  are recorded on trade date and open  contracts  are
       recorded in the  statement  of  financial  condition  at market value for
       those  commodity  interests  for  which  market  quotations  are  readily
       available  or at  fair  value  on the  last  business  day  of the  year.
       Investments in commodity  interests  denominated in foreign  currency are
       translated into U.S. dollars at the exchange rates prevailing on the last
       business day of the year.  Realized gain (loss) and changes in unrealized
       values on commodity  interests are  recognized in the period in which the
       contract  is closed or the  changes  occur and are  included in net gains
       (losses) on trading of commodity interests.


                                    F-6
<PAGE>

    b. Income  taxes have not been  provided  as each  partner  is  individually
       liable for the taxes,  if any, on his share of the  Partnership's  income
       and expenses.

    c. The original issue  discount on the Zero Coupons is being  amortized over
       their life using the interest method and is included in interest income.

    d. Zero  Coupons are recorded in the  statement  of  financial  condition at
       market  value.  Realized  gain  (loss)  on the  sale of Zero  Coupons  is
       determined on the amortized cost basis of the Zero Coupons at the time of
       sale.

    e. 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 at
       the date of the financial statements and the reported amounts of revenues
       and expenses  during the reporting  period.  Actual  results could differ
       from these estimates.

3.  Agreements:

    a. Limited Partnership Agreement:

       The Limited Partnership Agreement provides that the General Partner shall
       manage the business of the Partnership and may make all trading decisions
       for the Partnership.

    b. Management Agreements:

       The General  Partner,  on behalf of the  Partnership,  has  entered  into
       Management  Agreements  with Rabar Market  Research,  Inc.  ("Rabar") and
       Trendview Management,  Inc.  (collectively,  the "Advisors"),  registered
       commodity  trading  advisors.  The Advisors are not  affiliated  with one
       another and none is affiliated with the General Partner or SB and are not
       responsible  for the  organization or operation of the  Partnership.  The
       Partnership  will pay each Advisor a monthly  management fee equal to 1/6
       of 1% (2% per year) of Net Assets  allocated to the Advisor as of the end
       of each month.  In  addition,  the  Partnership  is obligated to pay each
       Advisor an incentive  fee,  payable  quarterly  (Rabar will be paid on an
       annual  basis),   equal  to  20%  of  the  New  Trading  Profits  of  the
       Partnership.

    c. Customer Agreement:

       The Partnership has entered into a Customer Agreement, which was assigned
       to SB,  which  provides  that  the  Partnership  will  pay  SB a  monthly
       brokerage fee equal to .71 of 1% (8.5% per year) of month-end Net Assets,
       in lieu of brokerage  commissions on a per trade basis.  The  Partnership
       will pay for National  Futures  Association  ("NFA")  fees,  exchange and
       clearing  fees,  user,  give-up and floor  brokerage  fees. SB will pay a
       portion of such brokerage fees to its financial consultants who have sold
       Units in the Partnership.  All of the Partnership's  assets are deposited
       in the Partnership's  account at SB. The Partnership  maintains a portion
       of these assets in Zero Coupons and a portion in cash. The  Partnership's
       cash is  deposited  by SB in  segregated  bank  accounts  as  required by
       Commodity Futures Trading  Commission  regulations.  At December 31, 1997

                                      F-7
<PAGE>

       and 1996,  the amount of cash held for margin  requirements  was $416,013
       and $340,672,  respectively.  Brokerage fees will be paid for the life of
       the  Partnership,  although  the rate at which  such fees are paid may be
       changed.  SB has  agreed to pay the  Partnership  interest  on 75% of the
       average daily equity  maintained in cash in its account during each month
       at the rate of the average  noncompetitive yield of 13-week U.S. Treasury
       Bills as determined at the weekly auctions  thereof during the month. The
       Customer  Agreement  between the Partnership and SB gives the Partnership
       the  legal  right  to net  unrealized  gains  and  losses.  The  Customer
       Agreement may be terminated upon notice by either party.

4.  Trading Activities:

    The Partnership was formed for the purpose of trading contracts in a variety
    of commodity  interests,  including  derivative  financial  instruments  and
    derivative commodity  instruments.  The results of the Partnership's trading
    activity are shown in the statement of income and expenses.

    All of the commodity interests owned by the Partnership are held for trading
    purposes.  The fair value of these commodity  interests,  including  options
    thereon,   at  December   31,1997  and  1996,  was  $189,234  and  $107,352,
    respectively,  and the average fair value during the years then ended, based
    on monthly calculation, was $210,449 and $204,330, respectively.

5.  Distributions and Redemptions:

    Distributions of profits, if any, will be made at the sole discretion of the
    General  Partner  and at such times as the General  Partner  may  decide.  A
    limited partner may require the Partnership to redeem his Units at their Net
    Asset Value as of the last day of a fiscal quarter on 15 days' notice to the
    General Partner.  Redemptions of partial Units or of less than all the Units
    owned by a limited  partner are not permitted  except at the sole discretion
    of the General Partner.

6.  Organization and Offering Costs:

    Offering and organization  expenses of $391,118 relating to the issuance and
    marketing of the Units offered to the public were paid by SB's  predecessor.
    The  Partnership  has  reimbursed SB for all such expenses from the interest
    earned on funds  held in its  account  beginning  with the  second  month of
    trading.  The  Partnership  was  charged  interest  at the prime rate on the
    unpaid organization expense balance. This interest expense of $4,683 in 1995
    has been included in organization expense.

                         F-8
<PAGE>

7.  Net Asset Value Per Unit:

    Changes  in the net asset  value per Unit of  Partnership  interest  for the
    years ended December 31,1997, 1996 and 1995 were as follows:


                                  1997            1996               1995
Net realized and
 unrealized gains                $56.61          $12.46             $29.80
Net realized and
 unrealized gains
 (losses) on Zero
 Coupons                           7.36          (14.87)             79.53
Interest income                   61.76           56.98              56.44
Expenses                         (22.45)         (14.93)            (37.39)
                                ---------      ---------           --------
Increase for year                103.28           39.64             128.38
Net asset value per
 Unit, beginning of
 year                          1,164.16        1,124.52             996.14
                              ---------       ---------          ---------
Net asset value per
 Unit,
 end of year                  $1,267.44       $1,164.16          $1,124.52
                              ---------       ---------           --------

8.  Guarantee:

    SSBH has agreed to contribute up to $50,000,000 to the Partnership's capital
    without recourse to the Partnership, the General Partner or SB to enable the
    Partnership  to meet  its  margin  obligations  to SB.  As a  result  of the
    agreement,  the  Partnership  should not have to liquidate  its Zero Coupons
    prior to their due date except to fund redemptions, and investors who remain
    limited  partners  until  dissolution of the  Partnership  should receive an
    amount at least equal to their initial investment.

9.  Financial Instrument Risk:

    The Partnership is party to financial  instruments  with  off-balance  sheet
    risk, including  derivative  financial  instruments and derivative commodity
    instruments,   in  the  normal  course  of  its  business.  These  financial
    instruments include forwards, futures and options, whose value is based upon
    an underlying  asset,  index,  or reference  rate,  and generally  represent
    future commitments to exchange currencies or cash flows, to purchase or sell
    other financial instruments at specific terms at specified future dates, or,
    in the  case of  derivative  commodity  instruments,  to  have a  reasonable
    possibility  to be settled  in cash or with  another  financial  instrument.
    These instruments may be traded on an exchange or over-the-counter  ("OTC").
    Exchange traded instruments are standardized and include futures and certain
    option contracts.  OTC contracts are negotiated between  contracting parties
    and include  forwards  and certain  options.  Each of these  instruments  is
    subject  to  various  risks  similar  to  those  related  to the  underlying
    financial  instruments  including  market and credit risk.  In general,  the
    risks  associated with OTC contracts are greater than those  associated with
    exchange  traded  instruments  because of the greater risk of default by the
    counterparty to an OTC contract.
                              F-9

<PAGE>

    Market  risk is the  potential  for  changes  in the value of the  financial
    instruments  traded  by the  Partnership  due to market  changes,  including
    interest and foreign  exchange rate movements and  fluctuations in commodity
    or security prices.  Market risk is directly  impacted by the volatility and
    liquidity in the markets in which the related underlying assets are traded.

    Credit risk is the possibility that a loss may occur due to the failure of a
    counterparty  to perform  according to the terms of a contract.  Credit risk
    with respect to exchange traded instruments is reduced to the extent that an
    exchange  or  clearing   organization   acts  as  a   counterparty   to  the
    transactions.  The  Partnership's  risk of loss in the event of counterparty
    default is typically  limited to the amounts  recognized in the statement of
    financial  condition and not represented by the contract or notional amounts
    of the instruments.  The Partnership has concentration risk because the sole
    counterparty or broker with respect to the Partnership's assets is SB.

    The General Partner monitors and controls the Partnership's risk exposure on
    a daily  basis  through  financial,  credit and risk  management  monitoring
    systems,  and  accordingly  believes  that it has effective  procedures  for
    evaluating and limiting the credit and market risks to which the Partnership
    is  subject.   These  monitoring   systems  allow  the  General  Partner  to
    statistically analyze actual trading results with risk-adjusted  performance
    indicators  and  correlation  statistics.  In addition,  on-line  monitoring
    systems provide account analysis on futures,  forwards and options positions
    by sector,  margin  requirements,  gain and loss transactions and collateral
    positions.

    The notional or contractual amounts of these instruments, while not recorded
    in the  financial  statements,  reflect  the  extent  of  the  Partnership's
    involvement  in these  instruments.  At December 31,  1997,  the notional or
    contractual  amounts of the  Partnership's  commitment  to purchase and sell
    these  instruments  was $22,485,602 and  $13,608,222,  respectively.  All of
    these  instruments  mature  within  one year of  December  31,  1997 and are
    exchange traded instruments. However, due to the nature of the Partnership's
    business,  these  instruments  may not be held to maturity.


                         F-10

<PAGE>
 At  December 31,  1997, the fair   value   of  the Partnership's derivatives,
 including options thereon, was $189,234, as detailed below.

                          December 31, 1997
                ---------------------------------------
                             Notional or Contractual
                              Amount of Commitment
                To Purchase    To Sell     Fair Value

Currencies      $   365,170   $ 3,009,202   $ 29,903
Energy                    -       536,290     27,986
Grains                    -       850,281     19,336
Interest Rate
Non-U.S          12,259,700     6,105,305     34,668
Interest Rate
U.S.              9,068,015             -      5,997
Livestock                 -       531,362      7,310
Metals              767,217     1,788,949     23,225
Softs                25,500       686,993     36,009
Lumber                    -        99,840      4,800
                -----------   -----------   --------
Total           $22,485,602   $13,608,222   $189,234
                -----------   -----------   --------



At December 31, 1996, the notional or contractual  amounts of the  Partnership's
commitment  to  purchase  and  sell  these   instruments   was  $23,854,687  and
$6,255,513,  respectively,  and the fair value of the Partnership's derivatives,
including options thereon, was $107,352 as detailed below.

                          December 31, 1996
                ---------------------------------------
                   Notional or Contractual
                     Amount of Commitment
                  To Purchase    To Sell     Fair Value
Currencies
  -Exchange
   Traded
   Contracts       $ 2,001,920   $2,789,567   $  43,323
  -OTC Contracts        18,675       18,675           -
Energy                 513,000            -      10,109
Interest Rate
Non-U.S             20,264,181      632,942      20,305
Grains                       -      453,721       2,914
Metals                 630,301    1,900,393      15,219
Indices                 88,020      433,390      16,119
Softs                   51,640       26,025       1,655
Livestock              286,950          800      (2,292)
                   -----------   ----------   ---------
Total              $23,854,687   $6,255,513   $ 107,352
                   -----------   ----------   ---------


                              F-11
<PAGE>







Item 9.           Changes in and Disagreements with Accountants on
                  Accounting and  Financial Disclosure.
                  During the  last  two   fiscal years    and   any   subsequent
interim  period,  no  independent  accountant  who was engaged as the  principal
accountant to audit the Partnership's  financial  statements has resigned or was
dismissed.
                                    PART III
Item 10.          Directors and Executive Officers of the Registrant.
                  The Partnership has no officers or directors and  its  affairs
are  managed by its   General Partner,   Smith   Barney Futures Management Inc.
Investment decisions are made  by Trendview Management, Inc. and   Rabar  Market
Research, Inc. (collectively the "Advisors").
Item 11.          Executive Compensation.
                  The Partnership has no directors or officers.  Its affairs are
managed by Smith Barney  Futures  Management  Inc., its General  Partner,  which
receives  compensation for its services,  as set forth under "Item 1. Business."
SB, an  affiliate  of the  General  Partner,  is the  commodity  broker  for the
Partnership and receives brokerage  commissions for such services,  as described
under "Item 1.  Business."  Brokerage  commissions and clearing fees of $258,085
were paid for the year ended  December 31, 1997.  Management  fees and incentive
fees of $54,426 and  $50,954,  respectively,  were paid to the  Advisors for the
year ended December 31, 1997.


                                   15

<PAGE>



Item 12. Security Ownership of  Certain   Beneficial   Owners   and  Management.
                  (a). Security ownership of certain beneficial owners.
The  Partnership  knows of no person who  beneficially  owns more than 5% of the
Units outstanding.
            (b).  Security  ownership  of  management.  Under  the  terms of the
Limited  Partnership  Agreement,  the  Partnership's  affairs are managed by the
General  Partner.  The  General  Partner  owns  Units  of  partnership  interest
equivalent to 103 (1.8%) Units of Limited Partnership Interest.
                  (c). Changes in control.  None.
Item 13.  Certain Relationships and Related Transactions.
          Smith Barney Inc. and Smith Barney Futures Management Inc.  would   be
considered promoters  for  purposes   of   Item  404(d)  of   Regulation    S-K.
The   nature   and   the   amounts   of compensation  each promoter will receive
from the Partnership are set  forth   under   "Item 1.  Business." and "Item 11.
Executive Compensation."
                                    PART IV
Item 14.          Exhibits, Financial Statement Schedules, and Reports on
                  Form 8-K.
         (a)  (1)          Financial Statements:
                           Statement of Financial Condition at December 31, 1997
                           and 1996.
                           Statement  of Income  and   Expenses  for  the  years
                           ended  December  31,  1997,   1996  and  1995.
                           Statement of Partners' Capital for the years ended

                                           16

<PAGE>



                           December 31, 1997, 1996 and 1995.
                  (2)      Financial    Statement   Schedules:   Financial  data
                           schedule for the  year   ended   December   31, 1997.
                  (3)      Exhibits:
              3.1 -        Limited    Partnership   Agreement  (filed as Exhibit
                           3.1 - to  the   Registration    Statement on Form S-1
                           (File    No.   33-52460)   and incorporated herein by
                           reference).
              3.2 -        Certificate    of   Limited   Partnership   of    the
                           Partnership   as   filed  in the office of the County
                           Clerk of New   York   County   on   August 25,   1992
                           (filed   as    Exhibit   3.2   to   the  Registration
                           Statement on Form  S-1   (File    No.    33-52460 and
                           incorporated herein by reference).
              10.1 -       Customer   Agreement   between   the  Partnership and
                           Smith    Barney  Shearson Inc. (filed as Exhibit 10.1
                           to the Registration Statement on   Form   S-1   (File
                           No.   33-52460)    and    incorporated    herein   by
                           reference).
              10.3 -       Escrow Instructions relating to escrow of
                           subscription  funds   (filed  as  Exhibit 10.3 to the
                           Registration   Statement  on  Form  S-1 (File No. 33-
                           52460) and incorporated   herein by reference).


                                                      17

<PAGE>



               10.5 -       Management   Agreement  among   the Partnership, the
                            General  Partner  and A. O. Management Corp.  (filed
                            as   Exhibit 10.5   to the Registration Statement on
                            Form S-1 (File No. 33-52460) and incorporated
                            herein by reference).
               10.6 -       Management    Agreement   among the Partnership, the
                            General Partner   and PRAGMA, Inc. (filed as Exhibit
                            10.6   to   the   Registration Statement on Form S-1
                            (File No. 33-52460)   and   incorporated   herein by
                            reference).
               10.7 -       Management  Agreement  among   the  Partnership, the
                           General   Partner  and    Rabar Market Research, Inc.
                            (filed as Exhibit  10.7 to the Registration
                            Statement on Form   S-1   (Filed No.   33-52460) and
                            incorporated herein by reference).
               10.8 -       Management   Agreement   among  the Partnership, the
                            General Partner   and   Trendview   Management, Inc.
                            (filed   as   Exhibit   10.8   to   the Registration
                            Statement   on   Form S-1   (File No.  33-52460) and
                            incorporated   herein by reference).
               10.9 -       Letter dated September 7, 1993 from    the   General
                            Partner to A. O. Management   Corp.  terminating the
                            Management  Agreement (filed as Exhibit 10.9 to Form
                            10-K for the  period  ended  December  31,  1993 and
                            incorporated herein by reference).


                                                        18

<PAGE>



               10.10-       Management   Agreement    among the Partnership, the
                            General   Partner  and Reynwood Trading Corp. (filed
                            as Exhibit  10.10 to Form 10-K for the period  ended
                            December  31,  1993  and   incorporated   herein  by
                            reference).
               10.11-       Letter dated July 29, 1994  from the General Partner
                            to PRAGMA INC. terminating  the Management Agreement
                            (filed as Exhibit 10.11  to   Form 10-K for the year
                            ended December 31, 1994  and  incorporated herein by
                            reference).
               10.12-       Management  Agreement  among  the  Partnership,  the
                            General Partner and Friedberg  Commodity  Management
                            (filed  as  Exhibit  10.12 to Form 10-K for the year
                            ended  December  31, 1994 and incorporated herein by
                            reference).
               10.13-       Letters dated    February  16, 1995 from the General
                            Partner to Rabar Market    Research, Inc., Trendview
                            Management, Inc. and Friedberg Commodity Management,
                            Inc. extending Management Agreements   to  June 30,
                            1995 (filed as Exhibit 10.13 to Form   10-K  for the
                            year ended December 31, 1995 and incorporated herein
                            by reference).
               10.14-       Letter    dated    March   31, 1995 from the General
                            Partner to   Friedberg   Commodity  Management, Inc.
                            terminating    the  Management Agreement (previously
                            filed).
               10.15-       Letters  extending  Management Agreements from the
                            General Partner to Rabar Market Research, Inc.   and
                            Trendview Management Inc. (filed herein).


            (b)          Reports on 8-K:  None Filed.

                                   19
<PAGE>







         Supplemental Information To Be Furnished With Reports Filed Pursuant To
Section 15(d) Of The Act by  Registrants  Which Have Not  Registered  Securities
Pursuant To Section 12 Of the Act.




Annual Report to Limited Partners


                                    20


<PAGE>






                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant  has duly  caused  this  Registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of New York
and State of New York on the 24th day of March 1998.

F-1000 FUTURES FUND L.P., SERIES IX


By:       Smith Barney Futures Management Inc.
          (General Partner)



By        /s/        David J. Vogel
          David J. Vogel, President & Director


          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.




/s/     David J. Vogel                     /s/     Jack H. Lehman III
David J. Vogel,                            Jack H. Lehman III
Director, Principal Executive              Chairman and Director
Officer and President



/s/      Michael Schaefer                  /s/    Daniel A. Dantuono
Michael Schaefer                           Daniel A. Dantuono
Director                                   Treasurer, Chief Financial
                                           Officer and Director



/s/ Daniel R. McAuliffe, Jr.               /s/ Steve J. Keltz
Daniel R. McAuliffe, Jr.                   Steve J. Keltz
Director                                   Secretary and Director




/s/   Shelley Ullman
Shelley Ullman
Director

                                                        21
<PAGE>