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 [NO FEE REQUIRED]

{x}                 For the Fiscal Year Ended December 31, 1998
                             
                                        OR

{ }          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                         Commission file number: 0-16166 

                             OXFORD FUTURES FUND, LTD.
              ------------------------------------------------------
              (Exact name of Registrant as specified in its charter)

                Colorado                                 84-1037525
    ---------------------------------     ------------------------------------
       (State or other jurisdiction        (IRS Employer Identification No.)
     incorporation or organization)

          1202 Bergen Parkway, Suite 212
          Evergreen, Colorado                          80439
          ----------------------------------------     ------------
          (Address of principal executive offices)     (Zip Code)

     Registrant's telephone no., including area code: (303) 674-1328
                                                       ------------
         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
                       -------------------------------------
                                 (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. {x} 

The Partnership has no voting stock.  As of December 31, 1998 there were
5,098.505 Units issued and outstanding.

Total number of pages: 31.  Consecutive page numbers on which exhibits
                            commence:19. 


                     DOCUMENTS INCORPORATED BY REFERENCE

     Prospectus dated April 14, 1987 included within the Registration Statement
on Form S-18 (File No. 33-12190-D), incorporated by reference into Parts I, II,
III and IV.

     Prospectus dated October 6, 1987 included within the Registration
Statement on Form S-1 (File No. 33-16807), incorporated by reference into Parts
I and II.

     Annual Report on Form 10-K for the years ended December 31, 1987, 1988,
1989, 1990, 1991, 1992, 1993, 1994, 1995, 1996, 1997 and 1998 incorporated by
reference into Part IV.
















































                                    PART I
Item 1.   Business
          ________

     Oxford Futures Fund, Ltd. (the Partnership) is a limited partnership which
was organized on October 17, 1986 under the Colorado Uniform Limited
Partnership Act.  The Partnership engages in the speculative trading of
commodity futures contracts on U.S. and foreign exchanges and possibly, in the
future, other commodity contracts, including forward contracts.  J.C. Bradford
& Co. clears the Partnership's futures trades through its clearing broker, LFG,
L.L.C. (LFG). In January, 1997, the Partnership also entered into a brokerage
agreement with E.D. & F Man International, Inc. (Man).  Rockwell Futures
Management, Inc.(Rockwell) and Bradford are the general partners.  From
inception until September 30, 1991, Mint Investment Management Company
(Mint)was the sole trading advisor.  As of October 1, 1991, the Partnership
allocated a portion of its assets to Northfield Trading L.P. (Northfield). As
of December 31, 1992, the advisory contract with Mint was terminated and
Campbell &
Company, Inc. (Campbell) and FX 500, Ltd. (FX 500) were allocated a portion of
the Partnership's assets.  As of March 10, 1993, the advisory contract with
Northfield was terminated.  CCA Capital Management, Inc. (CCA) was added to the
Partnership as of March 25, 1993 and the assets previously traded by Northfield
were allocated to CCA.  Effective August 31, 1995, the advisory contract with
Campbell was terminated.  As of September 11, 1995, Yu-Dee Chang and Company,
Inc., CTA, dba Capital Asset Management (Chang) was allocated a portion of the
Partnership's assets.  Effective February 6, 1996 the Advisory Agreement with
FX 500 was terminated.  On April 17, 1996 the advisory contract with CCA was
terminated when the Partnership was advised by CCA that it intended to
terminate its operations.  In May, 1996 a portion of the assets traded by CCA
were allocated to Mark Aune, CTA.  Aune and Chang acted as the Partnership's
sole advisors until December, 1996 when the advisory contract with Chang was
terminated.  In January, 1997 the assets traded by Chang were allocated to
Hampton Investors, Inc. (Hampton) and Willowbridge Associates,
Inc.(Willowbridge).Those firms continue to trade for the Partnership.

     The Brokerage Agreements with Bradford and Man can be terminated by either
party upon written notice.  The Advisory Agreements with Aune, Willowbridge and
Hampton may be terminated by any party upon written notice.  Upon termination
of such agreements, the General Partners will be required to renegotiate such
agreements or make other arrangements for providing such services if the
Partnership intends to continue trading in commodity futures contracts.

     Willowbridge receives a monthly management fee equal to 1/12 of 1% of the
Partnership's Allocated Assets (as defined in the Advisory Agreement) and a
quarterly incentive fee of 25% of the Partnership's Trading Profits, as
determined by a formula set forth in the Advisory Agreement.  Hampton receives
a monthly management fee equal to 1/12 of 1% of the Partnership's Allocated
Assets (as defined in the Advisory Agreement) and a quarterly incentive fee of
23% of the Partnership's Trading Profits, as determined by a formula set forth
in the Advisory Agreement.  Aune receives a quarterly incentive fee equal to
20% of the Partnership's Trading Profits, as determined by a formula set forth
in the Advisory Agreement.  Should an incentive payment be made to an Advisor,
and the value of the Assets managed by it thereafter decline, it will
nevertheless retain such payment.  Moreover, because incentive fees are
assessed on a quarterly basis, such fees may be paid to an Advisor even though
the Assets of the Partnership decline in value over a fiscal year.  The
Partnership also pays Rockwell a monthly management fee equal to 1/6 of 1% of
the Partnership's month-end Management Fee Net Asset Value.

     The General Partners administer the business and affairs of the
Partnership other than the selection of commodity transactions.  The Advisors
select all commodities transactions.  Neither Hampton nor Willowbridge are
affiliated with the General Partners within the meaning of the rules
promulgated by the Securities and Exchange Commission.  Aune is an employee of
Bradford.  The Partnership has no employees.

     The affairs of the Partnership will terminate on December 31, 2026 or upon
the withdrawal or insolvency of both of the General Partners unless a new
general partner has been substituted, the insolvency or bankruptcy of the
Partnership, a decrease in the Partnership's Net Asset Value to less than
$300,000, or upon occurrence of any event requiring termination as defined in
the Agreement of Limited Partnership which is incorporated by reference from
the Prospectus.

Regulation

     Under the Commodity Exchange Act, as amended (the Act), commodity
exchanges and commodity futures trading are subject to regulation by the
Commodity Futures Trading Commission (the CFTC).  The National Futures
Association (NFA), a "registered futures association" under the Act, is the
only non-exchange self-regulatory organization for commodity industry
professionals.  The CFTC has delegated to the NFA responsibility for the
registration of "commodity trading advisors," "commodity pool operators,"
"futures commission merchants," "introducing brokers" and their respective
associated persons and "floor brokers."  The Act requires "commodity pool
operators" such as the General Partners, "commodity trading advisors" such as
the Advisors, and commodity brokers or "futures commission merchants" such as
Bradford to be registered and to comply with various reporting and record
keeping requirements.  Rockwell, the Advisors, Bradford and Man are all members
of the NFA.  The CFTC may suspend a commodity pool operator's or trading
advisor's registration if it finds that its trading practices tend to disrupt
orderly market conditions or in certain other situations.  In the event that
the General Partners' registration as commodity pool operators or the Advisors'
registrations as a commodity trading advisors were terminated or suspended, the
General Partners and the Advisors, respectively, would be unable to continue to
manage the business of the Partnership.  Should the General Partners'
registration be suspended, termination of the Partnership might result.  The
Act also requires Bradford, in its capacity as a commodity broker, to be
registered as a "futures commission merchant."
 
     As members of the NFA, Rockwell, the Advisors, Bradford and Man are
subject to NFA standards relating to fair trade practices, financial condition
and customer protection.  As the self-regulatory body of the futures industry,
the NFA promulgates rules governing the conduct of commodity professionals and
disciplines those professionals which do not comply with such standards.

     In addition to such registration requirements, the CFTC and certain
commodity exchanges have established limits on the maximum net long and net
short positions which any person may hold or control in particular commodities.
All domestic commodity exchanges are also required to submit speculative
position limits for all futures contracts traded on such exchanges.  Most
exchanges also limit the changes in commodity futures contract prices that may
occur during a single trading day.  The Partnership may trade on foreign
commodity exchanges which are not subject to regulation by any United States
government agency.

Operations

     A detailed description of the business including trading policies, rights
and obligations of the Partners, and fee and compensation arrangements is
contained in the Prospectus under "Risk Factors," "Conflicts of Interest,"
"Fiduciary Responsibility of the General Partners," "Fees, Compensation and
Expenses," "The General Partners," "Trading Policies" and "The Commodity
Markets," and such description is incorporated here by reference from the
Prospectus.  The results of the Partnership's business are detailed in the
Selected Financial Data in Item 6 and the financial statements referred to in
Part IV.  The Partnership currently conducts its business in one industry
segment, the speculative trading of commodity futures contracts.  The
Partnership has no employees, and does not engage in the sale of goods or
services.

     The Partnership trades in futures contracts on foreign currencies through
foreign and domestic commodity exchanges.

     As of December 31, 1998, the Partnership's trading advisors were Aune,
Willowbridge and Hampton.  The following is a brief description of their
trading strategies:

     Mark Aune, CTA

     Mark D. Aune is a sole proprietor and has been acting as a trading advisor
since December, 1986.  Mr. Aune currently offers a diversified trading program
to clients, utilizing a number of systemized trend following strategies which
are technical in nature.  Commodity groups that will be included are
currencies, financials, foods, grains, precious metals and petroleum products.

     Hampton Investors Inc.

     Hampton Investors Inc. is a New York corporation and has been acting as an
Investment Advisor since 1985, and as a Commodity Trading Advisor since August,
1995.  Hampton offers an S&P 500 only trading program to clients, utilizing a
systematic strategy which is totally technical and mechanical in nature.

     Willowbridge Associates Inc.

     Willowbridge Associates Inc. (Willowbridge) primarily trades a diversified
portfolio of futures.  Willowbridge utilizes a computerized technical trading
system in making its trading decisions.

     Rockwell is the sole general partner of a number of other commodity pools
that are currently trading.  As of December 31, 1998, Rockwell and Bradford are
co-general partners of DEC Futures Fund, Ltd. and Polaris Futures Fund, Ltd.

     The Partnership may, in the future, experience increased competition for
the commodity futures contracts in which it trades.  The Advisors may recommend
similar or identical trades for other accounts they manage.  Such competition
may also increase due to the widespread utilization of computerized methods
similar to those used by the Advisors.

Item 2.   Properties
          __________

     The Partnership does not use any physical properties in the conduct of its
business.  Its assets consist mainly of commodity futures contracts and cash.

Item 3.   Legal Proceedings
          _________________

     The General Partners are not aware of any material, legal proceedings to
which the Partnership or the General Partners are a party or to which any of
their assets are subject other than described below.

     On February 23, 1996, George W. Stevenson, as Trustee in the bankruptcy of
William Dunlap Cannon III ("Cannon"), filed an action in the United States
Bankruptcy Court for the Western District of Tennessee to recover money
allegedly fraudulently transferred by Cannon to Bradford in connection with
Cannon's commodities trading with Bradford between March 1992 and February 10,
1994.  Cannon, a prominent real estate attorney in Memphis, Tennessee, was a
commodities customer with Bradford's Memphis futures office from October 1986
through the closing of his account in February 1994.  Beginning in 1987 and
continuing from time to time throughout the life of his account.  Cannon met
margin calls with checks drawn on one or more of his real estate escrow
accounts.  Cannon never disclosed to Bradford that the money in the accounts
being used to meet margin calls did not belong to him.  In February 1994
Bradford discovered the truth and closed Cannon's account.  After closing the
account Bradford learned that Cannon had been misappropriating money from his
escrow accounts since the early 1980's and using the money to meet personal
obligations.  Cannon defrauded scores of people and companies in the process,
and was able to hide his theft through an elaborate check-kiting scheme. 
Between early 1992 and February 10, 1994, Cannon gave Bradford escrow checks
totaling $1,137,500.
     The Trustee's Complaint also alleged that Bradford and Charlie Ross, an
associated person of Bradford and manager of the firm's Memphis branch office,
were guilty of violations of the Commodities Exchange Act and fraudulent
misrepresentation under Tennessee common law, among other alleged violations,
in connection with the use of a technical trading system in Cannon's account. 
The system at issue, a reversal breakout system, had been developed principally
by another associated person in Bradford's office over a period of years prior
to October 1986.  Between March 1992 and February 10, 1994, Cannon lost
approximately $585,000 trading the reversal system.  Cannon's Trustee in
bankruptcy alleged that the system lacked a reasonable basis and had not been
properly tested.  Bradford and Ross denied all of the Trustee's allegations.
     A trial was held in bankruptcy court in Memphis, Tennessee from August 24,
1998 through September 4, 1998.  On February 22, 1999, the bankruptcy court
entered an Order granting judgement in favor of the Trustee in the amount of
$1,137,500 plus interest of 10% annum from February 10, 1994 through February
26, 1999, representing the amount of the escrow checks used by Cannon in his
commodities trading.  In addition, the bankruptcy court's February 22, 1999
order recommended to the United States District Court in Memphis that judgement
also be entered against Bradford and Ross for $2,361,736, representing the
total losses in Cannon's account between March 1992 and February 10, 1994
(without credit or offset for profitable trades), together with prejudgment
interest, and $5,000,000 in punitive damages.  This portion of the court's
February 22, 1999 order constitutes a recommendation, not a judgement.
     Pursuant to notices filed with the bankruptcy court, Bradford and Ross are
appealing the $1,137,500 judgement to the United States District Court.  Entry
of judgement will be stayed pending the resolution of this appeal.  Bradford
and 
Ross have further perfected their right to file objections to the bankruptcy
court's proposed additional judgment and the findings on which it is based. 
The United States District Court is not bound by the bankruptcy court's
recommendations and will review the evidence de novo.  Bradford and Ross expect
to pursue their appeals vigorously, and are optimistic that the bankruptcy
court's judgment and recommendations will be overturned on appeal. 

Item 4.   Submission of Matters to a Vote of Security Holders
          ___________________________________________________
          None.

                                      PART II

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

     Units of Limited Partnership Interest are not publicly traded. Units may
be transferred or redeemed subject to the conditions imposed by the Agreement
of Limited Partnership.  As of December 31, 1998 and as of December 31, 1997,
there were, respectively, 73 and 98 Limited Partners in the Partnership and
5,098.505 and 7,203.691 total Units outstanding.

     The General Partners have sole discretion in determining what
distributions, if any, the Partnership will make to its Unit holders.  The
General Partners have not made any distributions as of the date hereof.

Item 6.   Selected Financial Data
          _______________________

     Following is a summary of selected financial data of the Partnership.

                        1998       1997       1996       1995        1994   

Total Income (Loss) $ 918,558  $  212,366  $ (182,253) $(158,575)   $84,294
Net Income (Loss)     691,099      80,520    (244,123)  (336,790)  (127,948)
Net Income (Loss)
  per Unit             115.81        8.89      (23.51)    (27.05)      6.22
Total Assets        1,152,786     611,085     701,582  1,072,197  1,622,005
Partners' Capital   1,004,265     584,694     631,022  1,008,122  1,562,056
Net Asset Value
  per Unit             196.97       81.17       72.28      95.79     122.84
Distribution             --          --           --                  --

Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of  Operation
          ___________________________________________________________

     Reference is made to Item 6, Selected Financial Data.  The information
contained therein is essential to, and should be read in conjunction with, the
following analysis:

Capital Resources

     The Partnership will raise additional capital only through the sale of
Units offered pursuant to subsequent offering, and does not intend to raise any
additional capital through borrowing.  Due to the nature of the Partnership's
business, it will make no capital expenditures and will have no capital assets
which are not operating capital or assets.  The Partnership is currently closed
to new investors, and no units were offered in 1998.

Liquidity

     Most United States commodity exchanges limit fluctuations in commodity
futures contract prices during a single day by regulations referred to as
"daily price fluctuation limits" or "daily limits."  During a single trading
day, no trades may be executed at prices beyond the daily limit.  Once the
price of a futures contract has reached the daily limit for that day, positions
in that contract can neither be taken nor liquidated.  Commodity futures prices
have occasionally moved the daily limit for several consecutive days with
little or no trading.  Similar occurrences could prevent the Partnership from
promptly liquidating unfavorable positions and subject the Partnership to
substantial losses which could exceed the margin initially committed to such
trades.  In addition, even if commodity futures prices have not moved the daily
limit, the Partnership may not be able to execute futures trades at favorable
prices if little trading in such contracts is taking place.  Other than these
limitations on liquidity, which are inherent in the Partnership's commodity
futures trading operations, the Partnership's assets are highly liquid and are
expected to remain so.

Results of Operations

     The profitability of the Partnership depends upon its trading advisors'
success identifying and capitalizing on price moves in the various markets.  An
advisor's ability to capitalize on such price moves relies upon, among other
things, the existence of trends in the markets traded, the amount of volatility
displayed by a market, the nature of the trading system used and the advisor's
judgement.  Because of this, it is difficult to predict whether an advisor's
trading will generate trading profits for the Partnership during any given
period.  Since management is not privy to the proprietary trading systems used
by the Partnership's advisors and since trading decisions made by the advisors
are often short term, the following is, of necessity, a general description of
certain market conditions experienced during the year. 

   The key factor affecting commodity prices in 1998 was deflation.  By the
end of the year, many commodity prices had reached historic lows, generally as
a result of declining world wide demand. For example;

In the agricultural markets:

     Hog and cattle prices reached lows because of cheap grain prices and
     record herds. 

     The grain markets declined for much of the year as a result of bumper 
     crops in wheat corn and soybeans and a decline in demand from Asia.

     Prices in the front month in corn sank to less than $2.00 per bushel for   
      the first time since 1988, falling to a low of $1.89. 

     Soybeans declined to just above $5.00 per bushel before recovering to
close       the year down 20% from their 1997 closing price of $5.37.

     Wheat also touched its 1998 lows late in August.

     The story was similar in crude oil.  1998 proved to be the most bearish
year for prices since 1986.  After finishing 1997 at $17.64 per barrel, the
nearby contract ended 1998 down 32%.  

     Except for a brief mid-year rally in silver, due in part, to heavy buying
from Warren Buffett, precious metals prices reflected bearish world-wide
demand.  Gold continued its 1997 decline and dropped to as low as $271 per
ounce in August.  

     Financial futures were a different story.  Low inflation and continued
demand pushed long term interest rates down to just over 5% and pushed the S&P
500 up over 26% for the year. Although market volatility was high, most of the
Partnership's profits were the result of Hampton's successful trading of the
S&P 500 futures contract.


     In 1998, realized and unrealized trading profits totaled approximately
$891,196.  This total results from $733,546 in profits from Hampton, $18,562 in
profits from Aune and $139,088 in profits from Willowbridge.  Hampton traded
only futures contracts based upon the S&P 500index.Contracts traded by Aune
included currencies, interest rates, energies and agricultural commodities. 
Contracts traded by Willowbridge included all major U.S. and foreign markets. 
The Partnership's open positions can be found in Exhibit 99.9.

     In 1997, realized and unrealized trading profits totaled approximately
$184,000.  This total results from $167,000 in profits from Hampton, $37,000 in
profits from Aune and $20,000 in losses from Willowbridge.

     In 1996, realized and unrealized trading losses totaled approximately
$213,000.  This total resulted from $110,000 in losses from CCA, $9,000 in
losses from Chang, $66,000 in losses from FX 500 and $28,000 in losses from
Aune.

     In 1995, realized and unrealized trading losses totaled approximately
$210,000.  This total results from $217,000 in profits from CCA, $8,000 in
losses from Chang, losses of $449,000 from FX 500 and profits of $30,000 from
Campbell.
     
     In 1994, realized and unrealized trading profits totaled approximately
$14,000.  This total results from $178,000 profits from CCA, $72,000 profits
from FX 500, and losses of $236,000 from Campbell.

     The Partnership's assets increased from $584,694 on December 31, 1997 to
$1,004,265 on December 31, 1998, net of redemptions.  The increase  in
Partnership assets in 1998 resulted from trading profits.  Investor redemptions
totaled approximately $532,000 during the three years ended December 31, 1998.
Redemptions totaled $272,000, $127,000 and $133,000 during 1998, 1997, and
1996, respectively.  Investors may redeem Units at the end of any month.  There
is no way to predict the amount of future redemptions or, as is noted above, to
predict the profitability of trading.  Redemptions and trading losses reduce
the capital available for trading.

     The Partnership speculatively trades commodity futures contracts,
substantially all of which are subject to margin requirements.  The minimum
amount of margin required for each contract is set from time to time in
response to various market factors by the respective exchanges.  Further, the
clearing broker has the right to require margin in excess of the minimum
exchange requirement.  Risk arises from changes in the value of these contracts
(market risk) and the potential inability of brokers to perform under the terms
of their contracts (credit risk).

     The following table sets forth the averages, highs and lows for the
Partnership's month-end net asset values and the monthly rates of return for
the year ended December 31, 1998.

                                Average         High            Low
                              -----------    -----------    ----------
     Net Asset Value          $  749,048      $1,004,265     $ 531,982

     Rate of Return                9.40%          72.98%       -10.47%








     At December 31, 1998, the notional value of open contracts held by the
Partnership was:
                                                  commitments to
                                                  ---------------     
                                           Purchase              Sell  
                                           --------            --------
          Interest Rates                 $    391,974        $     -
          Agricultural Commodities               -               27,580
          Foreign Currencies                  411,911              -   
          Metals                                 -               16,800
          Stock indices                     1,868,250              -   
                                         ------------        -----------
                                         $  2,672,135        $   44,380
                                         ============        ===========

     See the detailed schedule of open contract notional values at exhibit
99.9.

     All of the contracts currently traded by the Partnership are exchange
traded.  The risks associated with exchange-traded contracts are generally
perceived to be less than those associated with over the counter transactions
since, in over the counter transactions, the Partnership must rely solely on
the credit of their respective individual counterparties.  However, if in the
future, the Partnership were to enter into non-exchange traded contracts, it
would be subject to the credit risk associated with counterparty
non-performance.  The credit risk from counterparty non-performance associated
with such instruments is the net unrealized gain, if any. The Partnership also
has credit risk since the sole counterparty to all domestic futures contracts
is the exchange clearing corporation.  In addition, the Partnership bears the
risk of financial failure by the clearing broker.

     The Partnership's policy is to continuously monitor its exposure to market
and counterparty risk through the use of a variety of financial, position and
credit exposure reporting and control procedures.  In addition, the Partnership
has a policy of reviewing the credit standing of each clearing broker or
counterparty with which it conducts business.

     The Partnership is unaware of any (i) anticipated known demands,
commitments or capital expenditures; (ii) material trends, favorable or
unfavorable, in its capital resources; (iii) trends or uncertainties that will
have a material effect on operations.  Certain regulatory agencies have
proposed increased margin requirements on commodity futures contracts.  Because
the Partnership generally uses a small percentage of assets as margin, the
Partnership does not believe that any increase in margin requirements, as
proposed, will have a material effect on the Partnership's operations. 

     Inflation does have an effect on commodity prices and the volatility in
the commodity markets; however, continued inflation is not expected to have an
adverse effect on the Partnership's operations or its assets.  Because the
Partnership conducts business as a Partnership, and, as such does not pay
federal income taxes, neither the Taxpayer Relief Act of 1997 nor the Tax
Reform Act of 1986 had no effect on its operations or on its tax liability.
However, some expenses may be limited as to deductibility by individual
partners.

     The Partnership relies on its General Partner to provide the Partnership
with certain calculations and reports, so if the year 2000 issue is material to
the General Partner, then it may impact the Partnership.  However, the year
2000 issue is not material for the General Partner since the administration
software is generally "off the shelf" and the General Partner has been advised
by the vendors of such software that it is either year 2000 compliant or that
updated versions which are year 2000 compliant will be available by the end of
the first quarter of 1999.  In addition, the Partnership's Clearing Brokers are
undergoing an intensive review to determine what areas (if any) are not in
compliance with year 2000, and expect to be in compliance prior to the end of
1999.  Neither the software replacement nor the compliance review are expected
to be material or to yield noncompliance issues that are material.

Item 8.   Financial Statements and Supplementary Data
          ___________________________________________

     Financial statements meeting the requirements of Regulation S-X are listed
on Page F-1 of this report.  The supplementary financial information specified
by Item 302 of Regulation S-K is not applicable.

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

     None.

                                     PART III

Item 10.  Directors and Executive Officers of the Registrant
          __________________________________________________

     The Partnership has no directors or executive officers.  The Partnership
has no employees.  The Partnership is managed by the General Partners.  The
Partnership's general partners are Rockwell Futures Management, Inc. and
Bradford.

     Rockwell Futures Management, Inc.   Rockwell has been registered as a
commodity pool operator with the Commodity Futures Trading Commission (CFTC)
and has been a member of the National Futures Association (NFA) since December
1985.  Rockwell's main business address and telephone number are 1202 Bergen
Parkway, Suite 212, Evergreen, Colorado 80439, 303/674-1328.  Rockwell's
principals are Robert J. Amedeo and John L. Conner, Sr.

     Robert J. Amedeo is President of Rockwell.  Mr. Amedeo is a 1975 graduate
of Northwestern University and received a Juris Doctor degree from DePaul
University in 1978.  From 1978 to 1980 he was employed by the Securities and
Exchange Commission, Division of Enforcement.  In March, 1980 he joined the law
firm of Abramson & Fox where he was made a partner in June, 1985.  In August,
1985 Mr. Amedeo withdrew from Abramson & Fox and became "Of Counsel" to the
firm. He continues to practice law in that capacity specializing in securities
and commodity law.  He became President of Rockwell and Rockwell Investments,
Inc. in December, 1985.  He has been President and a director of Rockwell
Services, Inc. (RSI) and a director and Vice President of Trinity Fund
Management, Ltd. (Trinity) between 1990 and July, 1994.  RSI provides
accounting and other related services to commodity professionals.  Trinity is a
Bermuda management company which manages the operations of Trinity Futures
Fund, Ltd., an offshore commodity fund. In January, 1994 he became President
and a director of NLS Asset Management, Inc. (NLS), a registered commodity
trading advisor. Mr. Amedeo has appeared as a guest on the syndicated
television program "Commodities Week," has spoken at numerous commodity
conferences, is a past Secretary of the Chicago Bar Association's Securities
Law Committee, is a past securities law instructor at Roosevelt University,
Chicago, Illinois, and has acted as an arbitrator for the Chicago Board of
Options Exchange, Inc.  Mr. Amedeo is the past chairman of an advisory
committee to the North American Association of Securities Administrators
(NAASA) with respect to their Omnibus Committee's review of the NAASA
Guidelines on Commodity Pool Programs.  He currently acts for the NFA as a
member of its Hearing Committee.

     John L. Conner, Sr. is Secretary/Treasurer of Rockwell.  Mr. Conner
graduated in 1947 from the University of Arkansas with a Bachelor of Science
degree in accounting.  He is the President and chief operating officer of
Holden-Conner Realty, Co. and R.G. Holden and Company, and has acted in such
capacity for the past twenty years.  Holden-Conner Realty Co. owns and develops
commercial real estate.  R. G. Holden Land Company and its subsidiaries own and
operate 15,000 acres of farmland in northeast Arkansas and are engaged in
related agricultural operations.  Between 1970 and December, 1991 Mr. Conner
was a director of Merchants and Planters Bank, Newport, Arkansas.  In 1985, Mr.
Conner co-founded Commodity Storage, Ltd., a company developing new grain
storage technology, and was its secretary/treasurer until December, 1991.  Mr.
Conner has been a director and the Secretary of Rockwell since 1985; a director
of Rockwell Investments since 1985 and a director of RSI since 1990.  He has
also been Secretary/Treasurer of NLS since January, 1994 and a director since
October, 1995.

     There have never been any criminal, civil or administrative actions
against Rockwell or its principals material to an investors decision to
participate in the Partnership.

     Bradford & Co., Incorporated.  Bradford is a Tennessee corporation.  Its
offices are located at 330 Commerce Street, Nashville, Tennessee 37201 and its
telephone number is (615) 748-9000.  Bradford is registered with the CFTC as a
futures commission merchant (FCM) and a commodity pool operator effective
August 3, 1988 and is a member of the NFA in those capacities.  Bradford is
owned by the partners of J.C. Bradford & Co. (the Selling Agent).  The Selling
Agent is a New York Stock Exchange member firm.

     The principals of Bradford are set forth below.

     W. Lucas Simons is President and a Director of Bradford and is managing
partner and Chief Operating Officer of the Selling Agent.  Mr. Simons was
employed by the Selling Agent in 1963 and became a partner in 1969.  He became
a Director of Bradford in 1972 and was made its President in 1982.  Mr. Simons
is a graduate of Georgia Institute of Technology, where he received a Bachelor
of Science degree in Industrial Management.  He also holds a Masters degree in
Business Administration from the University of Virginia.  Mr. Simons served as
a member of the Securities Industry Association (SIA) Board of Directors from
1983 - 1986.  He has also served as Chairman of the Regional Firms Committee of
the SIA and as Secretary/Treasurer of the Association and is currently a member
of the Association's legislative policy committee.

     Douglas O. Kitchen is Executive Vice President of Bradford and a partner
of the Selling Agent.  Mr. Kitchen received a Bachelor of Science Degree from
Kansas State University in 1968.  He served two years as an artillery officer
in the United States Army and was thereafter employed as a commodity broker
with Peavey Company, a Minneapolis, Minnesota grain company.  He assumed the
position of branch manager of the Atlanta, Georgia Peavey office in 1971 and
served in that capacity until 1976.  From 1976 until 1981 he served as a
commodity manager for the Atlanta branch of Thomson McKinnon Securities, Inc.
In 1981, Mr. Kitchen started the commodity department for the Selling Agent, in
Nashville, Tennessee, and in 1985 became President of J.C. Bradford Futures,
Inc.

     C. Taxon Malott is a Vice President and Director of Bradford.  Mr. Malott
attended Miami University at Oxford, Ohio.  From 1957 until 1966 he was
employed by Merrill Lynch, Fenner and Smith in operations management.  In 1966,
Mr. Malott became the operations manager of the Selling Agent.  He was made
partner of the Selling Agent and a Vice President of Bradford in 1974.

     Randall R. Harness is a Vice President and the Secretary/Treasurer of
Bradford.  Mr. Harness joined the Selling Agent, in 1969 and was made a partner
in 1981.  He graduated from the University of Tennessee with a Bachelor of
Science in Business Administration in 1964 and became a Certified Public
Accountant in 1965.  He was employed by the accounting firm of Peat, Marwick
and Mitchell from 1965 to 1968.

     R. Patrick Shepherd is a Vice President of Bradford.  Mr. Shepherd is a
graduate of the University of Notre Dame where he received a Bachelors of
Business Administration degree in 1977.  In 1980 he received a Juris Doctor
from DePaul University.  He was employed by Heinold Commodities, Inc. as
Assistant General Counsel from 1980-1983.  In 1983 he became General Counsel to
the Selling Agent and was made a partner in 1987.  He manages the firm's Legal
and Compliance Department.  Mr. Shepherd served on the Central Regional
Business Conduct Committee for the National Futures Association from 1986 to
1990.  From 1986 to 1993 he participated on the Compliance Advisory Committee
of the New York Stock Exchange.  He is a member of the FCM Advisory Committee
of the NFA.

     James C. Bradford, Jr. is Chairman of the Board and a director of
Bradford.  Mr. Bradford received a Bachelor of Arts degree from Princeton
University in 1955.  In 1959, he joined the Selling Agent, which was founded in
1927 by his father, J.C. Bradford, Sr.  He became the managing partner of that
firm in 1976 and a senior partner in 1982.  From 1983 to 1985, he served on the
Regional Firms Advisory Committee of the New York Stock Exchange, as Chairman
of the Nominating Committee.  In 1984 he was a member of the Board of Governors
for the American Stock Exchange.  From 1986 to 1993, he served as a director of
the New York Stock Exchange.  Between 1978 and February, 1989 Mr. Bradford was
a member of the Board of Directors of Centennial Capital Corporation 
(Centennial).  Centennial has been registered with the SEC as an investment
advisor since 1978.

     The Eleanor B. Currie Trust, J.C. Bradford, Jr., as Successor Trustee
under a Deed of Trust dated December 10, 1957, holds 3.7% of the outstanding
shares of the Selling Agent.  The Trust was established by James C. Bradford,
the founder of the Selling Agent, for the benefit of his daughter, Eleanor
Bradford Currie and her family.  The Trust does not participate in the
management or operations of Bradford or any of the other Bradford entities. 
The Trust specifically empowers the Trustee, without regard to any law or rule
of court limiting Trustee's powers, to invest trust assets in stocks, bonds and
securities or other property, real or personal, deemed advisable by the
Trustee.  Other than the foregoing, the Trust does not engage in any business
activities.

     Minimum Net Worth Requirement.  Rockwell and Bradford will maintain
registration as commodity pool operators with the CFTC.  At present the CFTC
imposes no minimum net worth or "net capital" requirements on commodity pool
operators.  However, Rockwell and Bradford will maintain, in the aggregate, a
net worth equal to either (a) not less than the sum of (i) the lesser of
$250,000 or 15% of the aggregate capital contributions to the Partnership by
Partners if such contributions total $2,500,000 or less, and (ii) 10% of the
aggregate capital contributions to the Partnership by Partners if such
contributions total more than $2,500,000 or (b) such other amount, including a
lesser amount, which does not affect the classification of the Partnership as a
partnership for tax purposes and not as an association taxable as a
corporation. It is expected that a significant portion of Rockwell's net worth
will be in the form of promissory notes or stock subscriptions.

     No Forms 3, 4 or 5 have been furnished to the Partnership since its
inception.  To the best of the Partnership's knowledge, no such forms have been
or are required to be filed.



Item 11.  Executive Compensation
          ______________________
     
     The Partnership is managed by its General Partners, Rockwell and Bradford. 
Rockwell receives a monthly management fee of 1/6 of 1% of the Partnership's
month-end Management Fee Net Asset Value.  Bradford receives no management fee. 
For the year ending December 31, 1998, the Partnership incurred fees to
Rockwell in the amount of $16,123.

     Bradford and Man acted as the commodity brokers for the Partnership
during 1998 and received commissions as their compensation.  Bradford has
clearing arrangements with LFG, who is responsible on certain exchanges or
markets for transaction execution and clearance of futures contracts (and
options, if traded) as well as for certain administrative duties. 

     The brokerage rate paid by the Partnership to Bradford for trades entered
by Aune on the Partnership's behalf was $30 per round-turn trade, plus NFA
fees.   Bradford pays LFG $7.25 to $12.50 per contract on a round-turn basis. 
For trades entered by Willowbridge on the Partnership's behalf, the Partnership
paid Man $25 per round-turn trade plus NFA fees.  For the period ended December
31, 1998 the Partnership incurred $22,194 in brokerage commissions of which a
portion was retained by Bradford. A portion of brokerage commissions was paid
to the Clearing Brokers and underwriters of the Partnership Units who are
registered with the Commodity Futures Trading Commission for their continuing
services to the Partnership. Bradford pays to the Partnership monthly interest
based on 80% of the equity of the Partnership's trading account at the 90-day
U.S. treasury bill rate. Bradford retains any amounts earned in excess of such
rate.

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

     (a)  Security Ownership of Certain Beneficial Owners.  As of December 31,
1998 a total of 5,098.505 Units of Limited Partnership interests are issued and
outstanding and are held by 73 Limited Partners.  No limited partner owned 5%
or more of the outstanding Units.

     (b)  Security Ownership of Management.  Rockwell and Bradford owned 1.015
and 136.501 General Partnership Units, respectively, as of December 31, 1998
having an aggregate value of $199.93 and $26,887.01, respectively, which is
approximately .02% and 2.68% of the Net Asset Value of the Partnership. 
Rockwell and Bradford did not own any Limited Partnership Units as of December
31, 1998.

     (c)  Changes in Control.  None has occurred and none are expected.

Item 13.  Certain Relationships and Related Transactions
          ______________________________________________
          
     See Item 11, Executive Compensation, and Item 12, Security Ownership of 
Certain Beneficial Owners and Management.

                                      PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K
          ________________________________________________________________

          (a)(1)    See "Index to Financial Statements" on page F-1 hereof.

          (a)(2)    Schedules:

                    Financial statement schedules have been omitted because
                    they are not applicable or because equivalent information
                    has been included in the financial statements or notes
                    thereto.

          (a)(3)    Exhibits as required by Item 601 of Regulation S-K

          (3)  Articles of Incorporation and By-Laws

               3.1       Limited Partnership Agreement dated as of October 17,
                         1986. (a) 

          (10) Material Contracts

               10.1      Selling Agreement, dated April 14, 1987 between the
                         Partnership, Rockwell Futures Management, Inc., J. C.
                         Bradford Futures, Inc., Mint Investment Management
                         Company, Stotler and Company, E.D. & F. Man
                         International Futures, Inc. and J. C. Bradford & Co.,
                         Inc. (b)

               10.2      Brokerage Agreement, dated April 14, 1987, between the
                         Partnership and J. C. Bradford Futures, Inc. (b)

               10.3      Advisory Contract, dated March 24, 1987, between the
                         Partnership, Rockwell Futures Management, Inc., J.C.
                         Bradford Futures, Inc. and Mint Investment Management
                         Company. (b)
               10.4      Supplement to Advisory Contract, dated August 10,
                         1987, between the Partnership, Rockwell Futures
                         Management, Inc., J.C. Bradford Futures, Inc. and Mint
                         Investment Management Company. (b)

               10.5      Selling Agreement, dated October 6, 1987, between the
                         Partnership, Rockwell Futures Management, Inc., J. C.
                         Bradford Futures, Inc., Mint Investment Management
                         Company, Stotler and Company, E.D. & F. Man
                         International Futures, Inc. and J.C. Bradford & Co.,
                         Inc. (b)

               10.6      Advisory Contract, dated September 26, 1991, between
                         the Partnership, Rockwell Futures Management, Inc.,
                         J.C. Bradford & Co., Incorporated and Northfield
                         Trading, L.P. (e)

               10.7      Amendment, dated September 30, 1991, to the March 24,
                         1987 Advisory Contract, as amended, among Mint
                         Investment Management Company, the Partnership,
                         Rockwell Futures Management, Inc. and J.C. Bradford &
                         Co., Incorporated. (e)

               10.8      Advisory Contract dated December 15, 1992, and
                         Amendment dated January 29, 1993, between the
                         Partnership, Rockwell Futures Management, Inc.,
                         Bradford & Co.,Incorporated and Campbell & Company,
                         Inc. (f)

               10.9      Advisory Contract dated December 15, 1992, between the
                         Partnership, Rockwell Futures Management, Inc.,
                         Bradford & Co., Incorporated and FX 500, LTD. (f)

               10.10     Advisory contract dated March 25, 1993 between the
                         Partnership, Rockwell Futures Management, Inc.,
                         Bradford & Co., Incorporated and CCA Capital
                         Management, Inc. (g)

               10.11     Advisory contract dated September 7, 1995 between the
                         Partnership, Rockwell Futures Management, Inc.,
                         Bradford & Co., Incorporated and Yu-Dee Chang and
                         Company, Inc., CTA doing business as Capital Asset
                         Management. (h)

               10.12     Advisory Contract dated April 30, 1996 between the
                         Partnership, Rockwell Futures Management, Inc.,
                         Bradford & Co., Incorporated and Mark Aune, CTA. (i)

               10.13     Advisory contract dated January 9, 1997 between the
                         Partnership, Rockwell Futures Management, Inc.,
                         Bradford & Co., Incorporated and Hampton Investors
                         Inc. (i)

               10.14     Advisory contract dated January 13, 1997 between the
                         Partnership, Rockwell Futures Management, Inc.,
                         Bradford & Co., Incorporated and Willowbridge
                         Associates Inc. (i)

          (27) Financial Data Schedule (i)

          (99) Additional Exhibits

               99.1      Prospectus dated April 14, 1987. (a)
               99.2      Prospectus dated October 6, 1987. (c)

               99.3      Amendment to Certificate of Limited Partnership dated
                         December 14, 1989 and Second Amendment to Agreement of
                         Limited Partnership. (d)

               99.4      Amendment to Commodities Brokerage Agreement. (d)

               99.5      Amendment to Advisory Contract. (d)

               99.6      Open commodity positions on December 31, 1995.  (h)

               99.7      Open commodity positions on December 31, 1996.  (i)

               99.8      Open commodity positions on December 31, 1997.  (j)

               99.9      Open commodity positions on December 31, 1998.  (k)


          (a)  Exhibits 3.1 and 99.1 are incorporated by reference from the
               Registration Statement on  Form S-18 (File No. 33-12190-D).

          (b)  Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 are incorporated by
               reference from the Partnership's Annual Report on Form 10-K for
               the year ended December 31, 1987.

          (c)  Exhibit 99.2 is included within the Registration Statement on
               Form S-1 (File No. 33-16807), incorporated by reference from
               Exhibit 28.2 of the Partnership's Annual Report on Form 10-K for
               the year ended December 31, 1987.

          (d)  Exhibits 99.3, 99.4 and 99.5 are incorporated by reference from
               the Partnership's Annual Report on Form 10-K for the year ended
               December 31, 1989.

          (e)  Exhibits 10.6 and 10.7 are incorporated by reference from the
               Partnership's Annual Report on Form 10-K for the year ended
               December 31, 1991.

          (f)  Exhibits 10.8 and 10.9 are incorporated by reference from the
               Partnership's Annual Report on Form 10-K for the year ended
               December 31, 1992.

          (g)  Exhibit 10.10 is incorporated by reference from the
               Partnership's Annual Report on Form 10-K for the year ended
               December 31, 1993.

          (h)  Exhibits 10.11 and 99.6 are incorporated by reference from the
             Partnership's Annual Report on Form 10-K for the year ended
             December 31, 1995.

          (i)  Exhibits 10.12, 10.13, 10.14 and 99.7 are incorporated by
             reference from the Partnership's Annual Report on Form 10-K for
             the year 1996.  Exhibits 27 and 99.9 are attached hereto and
             made part of this Report on Form 10-K for the year ended
             December 31, 1998.

(b)  Reports on Form 8-K.

     No reports on Form 8-K were filed during the quarter ended December 31,
     1998.






















                                     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.


                                        OXFORD FUTURES FUND, LTD.

                                        By:  Rockwell Futures Management, Inc.
                                        one of its General Partners



Date:  March 15, 1999                  By:  /s/ Robert J. Amedeo
       _________________                _________________________________
                                        Robert J. Amedeo, President



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


Date: March 15, 1999                   By:  /s/ Robert J. Amedeo
      _________________                _________________________________
                                       Robert J. Amedeo    
                                       President, Director and
                                       Chief Executive Officer
                                       Rockwell Futures Management, Inc.
                                       (a General Partner)

Date: March 15, 1999                   By:  /s/ John L. Conner, Sr.
      _________________                _________________________________
                                       John L. Conner, Sr.
                                       Secretary, Treasurer, Director
                                       and Chief Financial Officer
                                       Rockwell Futures Management, Inc.
                                       (a General Partner)




















                                   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.

                                        OXFORD FUTURES FUND, LTD.

                                        By:  Bradford & Co., Incorporated
                                        one of its General Partners


Date: March 15, 1999                     By: /s/ W. Lucas Simons
      _________________                 _________________________________
                                        W. Lucas Simons, President

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


Date: March 15, 1999                    By: /s/ W. Lucas Simons
      ________________                  _________________________________
                                        W. Lucas Simons
                                        President and Director
                                        Bradford & Co., Incorporated
                                        (a General Partner)

Date: March 15, 1999                    By: /s/ C. Taxon Malott
      _________________                 _________________________________
                                        C. Taxon Malott
                                        Vice President and Director
                                        Bradford & Co., Incorporated
                                        (a General Partner)

Date: March 15, 1999                    By: /s/ Randall R. Harness
      _________________                 _________________________________
                                        Randall R. Harness
                                        Vice President and Sec./Treas.
                                        Bradford & Co., Incorporated
                                        (a General Partner)




















                            OXFORD FUTURES FUND, LTD.
                                 INDEX TO EXHIBITS

Exhibit
_______

27        Financial Data Schedule

99.9      Open commodity positions on December 31, 1998.



















































OXFORD FUTURES FUND, LTD.                                          EXHIBIT 99.9
Notional Account Values
December 31, 1998
                             # of       12/31/98
                           Positions     mkt val                 Notional Value
Contract          Contract ---------    per contr    Contract   ---------------
Description       Date    Long  Short   in U.S. $      Size     Short      Long
-------------------------------------------------------------------------------
Willowbridge
Regulated US $
CMX HG COPPER      Mar-99         1        67.2        250     16,800          
CSC COCOA-METR     Mar-99         2       13.79      1,000     27,580          
IMM AUS DLR        Mar-99    2            60.85      1,000              121,700
                               
British Pound                                                    
LIF 3M STG IR      Mar-99    2          156.789      1,250              391,974
                              
Deutschmark   
LIF EURO DMARK     Mar-99    2           58.042      2,500              290,211

                          _____________ 
                             6     3
Aune
Regulated US $
NO OPEN POSITIONS AT DECEMBER 31, 1998   


Hampton
Regulated US $
S&P 500            Mar-99    6          1,245.5        250            1,868,250
                           ____________                    ____________________
                            12     3                          44,380  2,672,135
                           ------------                    ==================== 

                                  15
                                =======
 

               

     SUMMARY:                                          Commitments  Commitments
                                                       to Purchase    to Sell

     Interest Rates                                      391,974           -   
     Agricultural Commodities                               -            27,580
     Foreign Currencies (Exchange Traded Futures)        411,911           -   
     Metals                                                 -            16,800
     Energy                                                 -              -   
     Stock Indices                                     1,868,250           -
                                                      ----------      ---------
          Totals                                       2,672,135         44,380










                           OXFORD FUTURES FUND, LTD.

                              FINANCIAL STATEMENTS

                              FOR THE YEARS ENDED

                        DECEMBER 31, 1998, 1997 AND 1996





















































                            OXFORD FUTURES FUND, LTD.
                        (A Colorado Limited Partnership)

                                    CONTENTS
                       ==================================


                                                                           
Page

Report of Independent Certified Public Accountants                          F-2

Statements of Financial Condition                                           F-3

Statements of Operations                                                    F-4

Statements of Changes in Partners' Capital                                  F-5

Statements of Cash Flows                                                    F-6

Notes to Financial Statements                                               F-7
































                                                                            F-1









            REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To the Partners
Oxford Futures Fund, Ltd.

We have audited the statements of financial condition of Oxford
Futures Fund, Ltd. (A Colorado Limited Partnership) as of
December 31, 1998 and 1997, and the related statements of
operations, changes in partners' capital, and cash flows for the
years ended December 31, 1998, 1997 and 1996.  These financial
statements are the responsibility of the Partnership's
management.  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 audits 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 financial statements referred to above
present fairly, in all material respects, the financial position
of Oxford Futures Fund, Ltd. as of December 31, 1998 and 1997,
and the results of its operations and its cash flows for the
years ended December 31, 1998, 1997, and 1996, in conformity with
generally accepted accounting principles.

As discussed in Note 4 to the financial statements, a material portion of the
Partnership's transactions are processed by its commodity broker who is an
external counterparty.  The Partnership is in the process of contacting its
commodity broker, as well as other suppliers, to assess their compliance and
remediation efforts with respect to the so-called 'Year 2000' problem and the
Partnership's exposure to them.  The ultimate success or failure of the
corrective plan and the extent of such success or failure cannot presently be
determined.  Accordingly, the financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



                                                     Spicer, Jeffries & Co.


Denver, Colorado
January 18, 1999
                                                                           F-2









                              OXFORD FUTURES FUND, LTD.
                          (A Colorado Limited Partnership)

                         STATEMENTS OF FINANCIAL CONDITION
                         =================================

                                                          December 31,
                                                          ------------
                                                     1998             1997
                                                  -----------       -----------
                                      ASSETS
                                      ------


CASH                                              $     3 344       $     3 104
EQUITY IN COMMODITY FUTURES TRADING
   ACCOUNTS:
      Cash                                          1 064 006           578 367
      Unrealized gain on open commodity futures
         contracts (Note 1)                            82 325            27 706

INTEREST RECEIVABLE                                     3 112             1 908
                                                  -----------       -----------

                                                  $ 1 152 787       $   611 085
                                                  ===========       ===========

                         LIABILITIES AND PARTNERS' CAPITAL
                         ---------------------------------

LIABILITIES:
   Brokerage commissions accrued on open
      commodity futures positions (Note 1)        $       317     $       2 214
   Accrued management and incentive fees (Note 3)     102 947             1 852
   Redemptions payable                                 39 149            16 210
   Accrued expenses                                     6 108             6 115
                                                  -----------       -----------

         TOTAL LIABILITIES                            148 521            26 391
                                                  -----------       -----------
COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)

PARTNERS' CAPITAL (Note 2):
   General Partners - 137.516 units outstanding        27 087            11 162
   Limited Partners - 4,960.989  and 7,066.175
      units outstanding                               977 179           573 532
                                                  -----------       -----------

         TOTAL PARTNERS' CAPITAL                    1 004 266           584 694
                                                  -----------       -----------

                                                  $ 1 152 787       $   611 085
                                                  ===========       ===========
See accompanying notes to financial statements.                             F-3






                             OXFORD FUTURES FUND, LTD.
                         (A Colorado Limited Partnership)

                             STATEMENTS OF OPERATIONS
                             ========================


                                               Year Ended December 31,
                                     ------------------------------------------
                                          1998          1997           1996
                                     ------------- -------------- -------------
INCOME:
   Gains (losses) on trading of
      commodity futures contracts:
         Realized gains (losses) on
            closed positions         $    836 758  $    156 749   $   (30 436)
         Change in unrealized gains   
            on open positions
            and options                    54 619        27 706      (182 613)
   Interest income                         27 181        27 912         30 796
                                     ------------- ------------   ------------

         Total income (loss)              918 558       212 367       (182 253)
                                     ------------- ------------   ------------

EXPENSES: (Note 3)
   Brokerage commissions and fees          22 194        23 696         24 838
   General Partner management fees         16 123        14 411         15 312
   Advisor management fees                 12 350        10 894         12 002
   Advisor incentive fees                 170 264        75 586            950
   Other                                    6 528         7 260          8 768
                                     ------------- ------------   ------------

         Total expenses                   227 459       131 847         61 870
                                     ------------- ------------   ------------
NET INCOME (LOSS)                    $    691 099  $     80 520   $   (244 123)
                                     ============= ============   ============

NET INCOME (LOSS) PER PARTNERSHIP
   UNIT (Note 1)                     $      115.80 $       8.89   $     (23.51)
                                     ============= ============   ============












See accompanying notes to financial statements.                             F-4






  
                          OXFORD FUTURES FUND, LTD.
                         (A Colorado Limited Partnership)

                    STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
               FOR THE YEARS ENDED DECEMBER 31, 1998 1997 AND 1996
               ====================================================


                                                     Limited          General
                                     Total           Partners         Partners
                                  -----------      -----------      -----------

BALANCES, December 31, 1995        1 008 122           994 949           13 173

   Redemption of 1,793.763
      limited partnership units     (132 977)         (132 977)            -

   Net loss                         (244 123)         (240 890)          (3
233)
                                 -----------       -----------      -----------

BALANCES, December 31, 1996          631 022           621 082            9 940

   Redemption of 1,526.512
     partnership units              (126 848)         (126 848)            -

   Net income                         80 520            79 297            1 223 
                                 -----------       -----------      -----------

BALANCES, December 31, 1997      $   584 694       $   573 531     $     11 163

   Redemption of 2,105.176
     partnership units              (271 527)         (271 527)            -

   Net income                        691 099           675 175           15 924
                                 -----------       -----------      -----------

BALANCES, December 31, 1998      $ 1 004 266       $   977 179      $   27 087
                                 ===========       ===========      ===========

NET ASSET VALUE PER UNIT:

   At December 31, 1995          $     95.79
                                 ===========

   At December 31, 1996          $     72.28
                                 ===========

   At December 31, 1997          $     81.17
                                 ===========

   At December 31, 1998          $    196.97
                                 ===========
See accompanying notes to financial statements.                             F-5





  
                           OXFORD FUTURES FUND, LTD.
                         (A Colorado Limited Partnership)

                             STATEMENTS OF CASH FLOWS
                            ===========================
                            INCREASE (DECREASE) IN CASH

                                                Year Ended December 31,
                                     ------------------------------------------ 
                                        1998            1997            1996
                                     -----------     -----------     ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                 $   691 099     $   80 520     $ (244 123)
   Adjustments to reconcile net
      loss to net cash provided
      by operating activities:
         (Increase) decrease in
           commodity futures trading
           account cash                 (485 636)        117 916       171 382
         (Increase) decrease in
           unrealized gain on
           open commodity
           futures contracts             (54 619)        (27 706)      175 313  
       Decrease (increase) on
           long options                     -               -             -
         Decrease in interest
           receivable                     (1 204)            381           858
         Increase (decrease) in
           accrued management
            and incentive fees           101 095             554       (30 942)
         Increase (decrease) in
           brokerage commissions
            payable                       (1 897)          2 214        (4 895)
         Increase (decrease) in
           short options                     -                -         (8 400)
         Increase (decrease) in
           accrued expenses                  (7)            (69)          (403)
                                     ------------     -----------  ------------

           Net cash provided by
              operating activities       248 828         173 810        58 790

CASH FLOWS USED IN FINANCING
   ACTIVITIES:
      Partner redemptions               (248 588)       (173 716)      (81 852)
                                      ------------     ----------- ------------

NET INCREASE (DECREASE) IN CASH              240              94       (23 062)

CASH, beginning of year                    3 104           3 010        26 072
                                     ------------     -----------   -----------

CASH, end of year                    $     3 334     $     3 104   $     3 010
                                     ============    ===========   ===========
See accompanying notes to financial statements.                             F-6



                            OXFORD FUTURES FUND, LTD.
                         (A Colorado Limited Partnership

                          NOTES TO FINANCIAL STATEMENTS
                          =============================

NOTE 1  -  SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------

Open commodity futures contracts are valued at the closing market quotations on
the last business day of the month. Brokerage commissions on open commodity
futures contracts are accrued on a full-turn basis. The net asset value per
unit at each valuation date is computed by dividing Partners' capital by the
number of units outstanding.

Net income (loss) per Partnership unit is the difference between the computed
net asset value per unit at the beginning and end of each period.  The
computations are based on unit values net of offering expenses.

Income and losses from the Partnership are allocated pro rata among the
Partners based on their respective capital accounts as of the end of each month
in which the items accrue.

The Partnership is not subject to federal income taxes; each Partner reports
his allocable share of income, gain, loss, deductions or credits on his own
income tax return.

NOTE 2  -  LIMITED PARTNERSHIP AGREEMENT
----------------------------------------

The Partnership was organized under the Colorado Uniform Limited Partnership
Act on October 17, 1986.  The Partnership began trading in August 1987.  The
Partnership will continue until December 31, 2026, unless terminated sooner as
provided for in the Agreement of Limited Partnership.

The General Partners are required to invest in the Partnership the lesser of
$100,000 or 3% of the total contributions to the Partnership by Limited
Partners, but in any event an amount which will enable the General Partners to
maintain a 1% interest in Partnership gain, loss, deductions or credits as a
general partnership interest.  As long as they act as the Partnership's General
Partners they will maintain this required minimum investment.  The General
Partners may withdraw any interest they may have as General Partners in excess
of this requirement, and may redeem any units of General Partner interest as of
any month-end on the same terms as any Limited Partner, provided that no
reduction will reduce General Partners' interest below their required
contribution to the Partnership, as described above.

NOTE 3 - CONTRACTS AND AGREEMENTS

Advisory Contracts
------------------

The Partnership's trading activities are conducted pursuant to advisory
contracts with its commodity trading advisors ("Advisors").  Either the 

                                                                      F-7




                              OXFORD FUTURES FUND, LTD.
                           (A Colorado Limited Partnership)

                           NOTES TO FINANCIAL STATEMENTS
                                    (Continued)
                           =============================

NOTE 3 - CONTRACTS AND AGREEMENTS (continued)

Advisory Contracts
------------------

Partnership or the Advisors may terminate their agreement upon written notice. 
During the term of the advisory contracts. The Partnership pays the Advisors a
monthly management fee ranging from .083% of the assets allocated to them (as
defined) as of the last day of each month, and a quarterly incentive
fee equal to 20% - 25% of the Partnership's trading profits for each quarter.
The monthly management fee is paid to the Advisors whether or not the
Partnership has a profit.  However, the quarterly incentive fee is payable only
on cumulative profits achieved from commodity trading (as defined).

Brokerage Agreement
-------------------

The Partnership has entered into brokerage agreements with Bradford & Co.,
Incorporated ("Bradford"), one of the General Partners and with E.D.&F. Man,
International,Inc.  Bradford, which is not a clearing member of any exchange,
clears its trades through LFG, LLC.  The agreements provide that the
Partnership shall pay brokerage commissions to the clearing brokers ranging
from $16 to $60 per round-turn trade and any transaction fees imposed by an
exchange, exchange
clearing house or registered futures association with respect to the
Partnership's transactions.  Bradford remits a portion of the commissions it
receives to the clearing broker, LFG, LLC and to the Selling Agent and
Additional Sellers.

J. C. Bradford & Company, an affiliate of Bradford, was the selling agent in
the offering of Partnership units.  Rockwell Investments, Inc.,  an affiliate
of Rockwell Futures Management, Inc. ("Rockwell"), one of the General Partners,
sold units as an additional seller.  The selling agent and additional sellers
receive between 40% and 90% of the commissions paid to Bradford for their
continuing commodity-related services to the Partnership and the Limited
Partners.

The Partnership is paid interest monthly by Bradford on 80% of the
Partnership's average net asset value at the average interest rate for 90-day
U.S. Treasury Bills auctioned during the month.  The brokerage agreement with
Bradford may be terminated by either party upon 30 calendar days written
notice.

General Partner Management Fee
------------------------------

The Partnership will pay Rockwell a monthly management fee equal to 1/6 of 1%
of the Partnership's management fee net asset value (as defined) as of the last
day of each month.  At December 31, 1998 and 1997, $1,911 and $1,005 was due
Rockwell.
                                                                            F-8




                             OXFORD FUTURES FUND, LTD.
                         (A Colorado Limited Partnership)

                           NOTES TO FINANCIAL STATEMENTS
                                    (Concluded)
                           =============================
NOTE 4  -  FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET
           RISKS AND UNCERTAINTIES
-------------------------------------------------------
The Partnership participates in the speculative trading of commodity futures
contracts, substantially all of which are subject to margin requirements.  The
minimum amount of margin required for each contract is set from time to time in
response to various market factors by the respective exchanges.  Further, the
clearing broker has the right to require margin in excess of the minimum
exchange requirement.  Risk arises from changes in the value of these contracts
(market risk) and the potential inability of brokers to perform under the terms
of their contracts (credit risk).  The following table sets forth the averages,
highs and lows for the Partnership's month-end net asset values and the monthly
rates of return for the year ended December 31, 1998.

                                  Average            High           Low   
                                -----------     -----------     -----------
    Net Asset Value            $   749,048      $ 1 004,265     $   531 985
    Rate of Return                   9.40%           72.98%         -10.47%

At December 31, 1998, the notional value of open contracts held by the
Partnership was:                                      Commitments  Commitments
                                                       to Purchase    to Sell

     Interest Rates                                      391,974           -   
     Agricultural Commodities                               -            27,580
     Foreign Currencies (Exchange Traded Futures)        411 911           -   
     Metals                                                 -            16,800
     Stock Indices                                     1,868,250           -
                                                      ----------      ---------
                                                       2,672,135         44,380

The notional value of open contract amounts in the above table represents the
Partnership's market exposure in the particular class of instrument (except to
the extent that the Partnership holds offsetting positions).  All of the
contracts currently traded by the Partnership are exchange traded. The risks
associated with exchange-traded contracts are generally perceived to be less
than those associated with over the counter transactions since, in over
the counter transactions, the Partnership must rely solely on the credit of
their respective individual counterparties.  However, if in the future, the
Partnership were to enter into non-exchange traded contracts, it would be
subject to the credit risk associated with counterparty non-performance.  The
credit risk from counterparty non-performance associated with such instruments
is the net unrealized gain, if any. The Partnership also has credit risk since
the sole counterparty to all domestic futures contracts is the exchange
clearing corporation.  In addition, the Partnership bears the risk of financial
failure by the clearing broker. The Partnership's policy is to continuously
monitor its exposure to market and counterparty risk through the use of a
variety of financial, position and credit exposure reporting and control
procedures.  In addition, the Partnership has a policy of reviewing the credit
standing of each clearing broker or counterparty with which it conducts
business.  

     A material portion of the Partnership's transactions are processed by its
commodity broker who is an external counterparty. The Partnership is in the
process of contacting its commodity broker, as well as other suppliers, to
assess their compliance and remediation efforts with respect to the so-called
'Year 2000' problem and the Partnership's exposure to them.  The ultimate
success or failure of the corrective plan and the extent of such success or
failure cannot presently be determined.
                                                                           F-9