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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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FORM 10-Q





xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended JUNE 30, 2002





OR





 ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934





For
the transition period from              to





Commission file number 0-21286





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THE FOUR SEASONS FUND II L.P.


(Exact name of registrant as specified in its
charter)





Delaware

# 54-1640874(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification No.)





c/o JAMES RIVER MANAGEMENT CORP.


103 Sabot Park


Manakin-Sabot, Virginia


(Address of principal executive offices)





23103


(Zip Code)





(804)
578-4500 Attention: Mr. Paul Saunders


(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or l5(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  ̈





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FORM 10-Q         PART
1         ITEM 1         FINANCIAL STATEMENTS





THE
FOUR SEASONS FUND II L.P.





COMBINED CONDENSED STATEMENTS OF FINANCIAL CONDITION





June 30, 2002


December 31, 2001(Unaudited)


(Audited)Cash

$
16,367


$Net Receivable From Commodity Broker:Receivable For Cash Retained


147,858



255,047Net Unrealized Gain on


59,026



21,390Open Futures ContractsNet Unrealized Gain on


(20,850
)


Open Option Futures ContractsReceivable from General Partner


6,843



Accrued Interest Receivable


37



193Other


458



355U.S. Treasury Strip Securities (At Cost plus Accrued)


1,347,061



1,512,065TOTAL ASSETS

$
1,556,801


$
1,789,050LIABILITIES:Accrued Brokerage Commissions

$
9,572


$
21,683Accrued Advisory Fees


6,597



5,793Accrued Sponsor Fees






6,447Distributions Payable


4,000



Other Accrued Payables


10,632



15,80330,801



49,726Minority interest in Trading Company


3,154



3,591TOTAL LIABILITIES


33,956



53,317PARTNERS CAPITAL:General Partner (22.717 units06/30/02)


26,164



26,631(22.717 units12/31/01)Limited Partners ( 1299.488 units06/30/02)


1,496,681



1,709,102(1457.909 units12/31/01)TOTAL PARTNERS CAPITAL


1,522,845



1,735,733TOTAL LIABILITIES AND PARTNERS CAPITAL

$
1,556,801


$
1,789,050PARTNERSHIP UNITS OUTSTANDING


1,322.205



1,480.626NET ASSET VALUE PER PARTNERSHIP UNIT

$
1,151.75


$
1,172.30





The accompanying notes are an integral part of these combined condensed statements.




2




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FORM 10-Q         PART
1         ITEM 1         FINANCIAL STATEMENTS





THE
FOUR SEASONS FUND II L.P.





COMBINED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)FOR THE SIX MONTHS ENDED


JUNE 30, 2002 AND JUNE 30, 2001.





6/30/02


6/30/01CASH FLOWS FROM OPERATING ACTIVITIES:Net Gain (Loss)

$
24,956


$
(25,575
)Adjustments To Reconcile Net Gain (Loss) ToNet Cash Provided By Operating Activities:Net Change In Unrealized GainsOn Open Futures Contracts


(37,636
)


85,080Net Change In UnrealizedOption Premiums


20,850



11,800Accrued Interest From U.S. TreasuryStrip Securities


(48,583
)


(48,446
)Gain on Sale of U.S. TreasuryStrip Securities


(4,665
)


(Increase) Decrease In Operating Assets:Net Receivable From CommodityBroker For Cash Retained


107,086



(26,704
)Net Receivable From General Partner


(6,843
)Net Receivable From CommodityBroker For Interest Receivable


156



465Increase (Decrease) In Operating Liabilities:Accrued Brokerage Commissions


(12,111
)


(7,643
)Accrued Advisory Fees


804



1,329Accrued Sponsor Fees


(6,447
)


(3,414
)Other Accrued Payables


(5,171
)


(1,960
)Distributions Payable


4,000



Redemptions Payable






Allocation of Income to Minority Interest


(437
)


(1,185
)Net cash provided by operating activities


35,960



(16,253
)NET CASH FLOWS FROM FINANCING ACTIVITIESLimited Partner Redemptions


(178,606
)


Partner Distributions


(59,237
)


(59,225
)Net cash used in financing activities


(237,843
)


(59,225
)NET CASH FLOWS FROM INVESTING ACTIVITIESMaturity of U.S. Treasury Strip


60,000



60,000Sale of U.S. Treasury Strip Securities


158,250



Net cash provided by investing activities


218,250



60,000NET INCREASE (DECREASE) IN CASH


16,367



(15,478
)CASH AT BEGINNING OF PERIOD






18,013CASH AT END OF PERIOD

$
16,367


$
2,535





The accompanying notes are an integral part of these combined condensed statements.




3




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FORM 10-Q         PART
1         ITEM 1         FINANCIAL STATEMENTS





THE
FOUR SEASONS FUND II L.P.





COMBINED CONDENSED STATEMENTS OF CHANGES IN PARTNERS CAPITAL (UNAUDITED)  FOR THE SIX
MONTHS ENDED JUNE 30, 2002, AND THE THREE MONTHS ENDED MARCH 31, 2002





UNITS OF PARTNERSHIP INTEREST


LIMITED PARTNERS


GENERAL PARTNER


TOTALPARTNERS CAPITAL, DECEMBER 31, 2001


1,480.626


$
1,709,102


$
26,631


$
1,735,733Capital Distributions






(58,328
)


(909
)


(59,237
)Redemptions


(158.4207
)


(178,606
)






(178,606
)Net Loss






(7,103
)


(111
)


(7,214
)PARTNERS CAPITAL, MARCH 31, 2002 (UNAUDITED)


1,322.205


$
1,465,065



25,611


$
1,490,675Net Gain






31,617



553



32,170PARTNERS CAPITAL, JUNE 30, 2002 (UNAUDITED)


1,322.205


$
1,496,681



26,164


$
1,522,844December 31, 2001:Amount

$
1,172.30Units outstanding


1,480.626March 31, 2002:Amount

$
1,127.42Units outstanding


1,322.205June 30, 2002:Amount

$
1,151.75Units outstanding


1,322.205





The accompanying notes are an integral part of these combined statements.




4




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FORM 10-Q         PART
1         ITEM 1         FINANCIAL STATEMENTS





THE
FOUR SEASONS FUND II L.P.





COMBINED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)FOR THE THREE MONTHS AND SIX MONTHS ENDED
JUNE 30, 2002 AND JUNE 30, 2001





Three months ended 06/30/02


Three months ended 06/30/01


Six months ended 06/30/02


Six months ended 06/30/01REVENUESTrading Profit (Loss)Net realized gains (losses)

$
(30,628
)

$
49,033


$
(405
)

$
59,601Net option premiums


12,105



5,958



(547
)


10,844Net change in unrealized gains(losses) on open futures contracts


65,347



(39,882
)


37,636



(85,080
)Net change in unexpired options


(20,850
)


(26,925
)


(20,850
)


(11,800
)Total Trading Results


25,974



(11,816
)


15,834



(26,435
)Gain on sale of U.S. Treasury Strip Securities


4,665







4,665



Interest income


23,808



25,551



49,095



51,797Total Revenues


54,447



13,736



69,593



25,362EXPENSESBrokerage commissions


9,554



10,703



20,527



21,712Administrative expenses


6,083



8,572



10,495



15,465Management fees


3,748



4,211



8,025



8,533Sponsor fees


2,816



3,165



6,028



6,412Total Expenses


22,201



26,651



45,074



52,122GAIN (LOSS) BEFORE ALLOCATION OF MINORITY INTEREST


32,245



(12,915
)


24,519



(26,760
)ALLOCATION OF MINORITY INTEREST


(75
)


583



437



1,185NET GAIN (LOSS):

$
32,170


$
(12,332
)

$
24,956


$
(25,575
)Limited Partners

$
31,617


$
(12,143
)

$
24,514


$
(25,184
)General Partner


553



(189
)


442



(392
)Net Gain (loss) per unit


24.33



(8.33
)


19.46



(17.27
)





The accompanying notes are an integral part of these combined condensed statements.




5




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FORM 10-Q         PART
1         ITEM 1         FINANCIAL STATEMENTS





THE
FOUR SEASONS FUND II L.P.





COMBINED CONDENSED SCHEDULE OF INVESTMENTS (UNAUDITED) AS OF JUNE 30, 2002





FACE VALUE ($)/ CONTRACTS

SECURITY DESCRIPTION

CARRYING VALUEU.S. Treasury Securities (86.5%)$
1,380,000

U.S. Treasury Securities Stripped, Due 11/15/02

$
1,347,061Total U.S. Treasury Securities, At Cost Plus Accrued Interest(Fair Value $ 1,373,531)


1,347,061Open Futures Contracts (2.3%)Long Positions2

Dec 02 CBT Bean Oil


7563

Dec 02 CBOT Corn


9501

Sep 02 CBT T-Bonds


2,4532

Sep 02 CBT Tnote 10Y


5,4062

Sep 02 CBT Tnote 5Y


4,0002

Sep 02 CBT Tnote 2Y


3,9223

Sep 02 LIF 3M Euro SF


2,2115

Sep 02 Lif 3M Euribor


1,0291

Aug 02 LME Copper US


7651

Sep 02 LME Nickel US


(2,088
)1

Sep 02 FINEX Eur/JY


1,6651

Sep 02 FINEX Eur/Aud


1241

Dec 02 NYC Cotton


2,5901

Sep 02 FINEX Eur/FX


5,8133

Sep 02 FINEX Eur/DLR


5,6131

Sep 02 IMM Swiss Frc


4,0751

Sep 02 IMM JYEN


3,9253

Sep 02 IMM S&P 500


5,5252

Sep 02 SGX Mini JGB


1,6655

Sep 02 SYD Tbill 90D


1221

Sep 02 SFE 10Y T-Bond


6234

Sep 02 SFE 3Y T-Bond


1233

Sep 02 TIF Euroyen


(31
)2

Sep 02 EURX Eurobobl


2,3811

Sep 02 EURX E-Bund


1,518Short Positions2

Oct 02 CSC Sugar 11


1012

Call Jul 02 IMM S&P 500


(15,850
)2

Sep 02 IMM Mex Peso


2,0251

Call Jul 02 IMM S&P 500


(5,000
)1

Sep 02 SMX Nikkei


5861

Aug 02 IPE BRT Crude


(1,180
)Total open futures contracts, at fair value


35,816Open forward contracts (.15%)1

18 Sep 02 Singapore Dollar, at fair value(notional amount$340,000)


2,360Total investments


1,385,237





Note:    Percentages in parentheses represent a percent of total net
asset value.




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FORM 10-Q         PART
1         ITEM 1         FINANCIAL STATEMENTS





THE
FOUR SEASONS FUND II L.P.





COMBINED CONDENSED SCHEDULE OF INVESTMENTS (AUDITED) AS OF DECEMBER 31, 2001





FACE VALUE ($)/ CONTRACTS

SECURITY DESCRIPTION

CARRYING VALUEU.S. Treasury Securities (87.1%)$
1,540,000

U.S. Treasury Securities Stripped, Due 11/15/02

$
1,452,56660,000

U.S. Treasury Securities Stripped, Due 2/15/02


59,499Total U.S. Treasury Securities, at Cost Plus Accrued Interest(Fair value $ 1,575,863)


1,512,065Open Futures Contracts (1.2%)Long Positions1

Mar 02 FINEX Euro/Japanese Yen Cross Rate


4,6692

Mar 02 IMM S&P 500


3,1502

Mar 02 CBOT 5-Year T-Note


1,3052

Mar 02 IMM Euro Dollar


1,0751

Mar 02 CBOT 2-Year T-Note


1,0631

Mar 02 FINEX Swiss Franc/Japanese Yen Cross Rate


9571

Mar 02 CBOT U.S. Treasury Bonds


(836
)3

Mar 02 LIFE 3-Month Euro Swiss Interest Rate


(829
)1

Mar 02 IMM Mexican Peso


8131

Mar 02 SMX LT Bond


(570
)1

Mar 02 CSCE Sugar #11


(291
)1

20 Feb 02 L E Copper US


(206
)1

Mar 02 SYD 90-Day Banks Bills


(99
)Short Positions1

Mar 02 IMM Japanese Yen


5,3752

Mar 02 EUREX-EURO Bond


2,8462

MAR 02 EUREX-EURO Bobl


1,7401

MAR 02 FINEX Euro/British Pound Cross Rate


(874
)1

MAR 02 IMM Swiss Franc


(738
)1

MAR 02 SFE 10-Year Treasury Bond


5703

MAR 02 CBOT Corn


4751

MAR 02 CBOT Munipical Bond Index


3442

MAR 02 SFE 3-Year Treasury Bond


3123

MAR 02 CBOT Soybean Oil


2103

MAR 02 TIFFE Euroyen


851

20 Feb 02 LME Copper US


31Total Open Futures Contracts, At Fair Value


20,577Open Forward Contracts (.1%)1

20 Mar 02 Singapore Dollar, At Fair Value(Notional Amount$170,000)


813Total Investments


1,533,455





Note:    Percentages in parentheses represent a percent of total net
asset value.




7




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EXHIBITS





None





PART II





None





SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





THE FOUR SEASONS FUND II L.P. (Registrant)By:

JAMES RIVER MANAGEMENT CORP.(General Partner)


By:

/s/    EDWARD M.
JASINSKIEDWARD M. JASINSKI Director of Fund Administration




8




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Form 10-Q         Part
1         Item 2         Managements Discussion





THE FOUR SEASONS FUND II L.P.





MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND OPERATING
RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001:





(A)


June 30, 2002

June 30, 2001PARTNERS CAPITAL

$
1,522,845

$
1,672,844





For the six month period ended June 30, 2002, Partners
Capital decreased $212,888 due primarily to capital distributions of $59,237, capital withdrawals of $178,606 and operating expenses of $45,074. The decrease in capital resulting from capital distributions and operating expenses was partially offset
by the U.S. Treasury Strip Securities interest of $48,583. Realized and unrealized results from the trading of futures, options on futures, and currency forwards amounted to a gain of $15,834 for the period ended June 30, 2002. Largest gains
in futures trading were recognized in the trading of Japanese Yen and Euro currencies and largestlosses were recognized in S&P futures contracts and Aussie 3 year bonds.





In comparison, for the six month period ended June 30, 2001, Partners capital decreased $84,802 due primarily to capital distributions of $59,225, and operating
expenses of $52,122. The decrease in capital resulting from capital distributions and operating expenses was partially offset by the U.S. Treasury Strip Securities interest of $48,446.





Net realized and unrealized results from the trading of futures, options on futures, and currency forwards amounted to a loss $26,436 for the period ended June 30, 2001.




9




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Largest losses in futures trading were recognized in the trading of S&P 500 futures contracts and U.S. 30 year bonds;
largest gains were recognized in cotton and Eurodollar futures.





|(B) |  | The U.S. Treasury Strip Securities are valued at the lower of cost plus accrued interest or market value. As of June 30, 2002, the cost plus accrued interest
value (as shown on the Combined Statement of Financial Condition) of the U.S. Treasury Strip Securities is $1,347,061 and the value of said securities at market value is $1,373,531. As of June 30, 2001, the value of the U.S. Treasury Strip
Securities at cost plus accrued interest was $1,462,065 and the market value was $1,513,725.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(C) |  | The condensed consolidated financial statements include the accounts of Four Seasons Fund II LP (the LP) and the Four Seasons Trading Fund LP. James
River Management Corp., a Delaware Corporation, is the general partner of the Partnership and the Trading Company and is a registered commodity pool operator. ED&F Man. International Inc. is the commodity broker for the Partnership. All trading
activity of the Partnership and Trading Company (collectively the Fund) take place through the Trading Company. The remaining proceeds from the partnerships initial public offering were used to purchase Zero coupon U.S. Treasury securities
(the Guaranteed Distribution Pool)
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been
included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying




10




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notes. Actual results could differ from these estimates. Operating results for the three and six months ended June 30, 2002, are not necessarily indicative of the results for the year ending
December 31, 2002. The notes to the consolidated financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2001 should be read in conjunction with these condensed consolidated financial statements. All
significant intercompany balances and transactions have been eliminated.




11