TUDOR PROPRIETARY TRADING L L C
13F-NT, 2000-01-06
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 13F

                               Form 13F COVER PAGE



Report for the Calendar Year or Quarter Ended: December 31, 1999

Check here if Amendment: |_|; Amendment Number: ____

This Amendment (Check only one): |_| is a restatement.
                                 |_| adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:      Tudor Proprietary Trading, L.L.C.
Address:   One Liberty Plaza, 51st Floor
           New York, NY 10006



Form 13F File Number:

The institutional  investment  manager filing this report and the person by whom
it is signed hereby  represent  that the person signing the report is authorized
to  submit  it,  that all  information  contained  herein is true,  correct  and
complete,  and  that it is  understood  that  all  required  items,  statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:   Stephen N. Waldman
Title:  Vice President
Phone:  (212) 602-6700

Signature, Place, and Date of Signing:

\s\ Stephen N. Waldman             New York, NY 10006          January 6, 2000
- -------------------------          ------------------          ---------------
    [Signature]                      [City, State]                  [Date]


Report Type (Check one only):

[ ]  13F HOLDINGS REPORT.  (Check here if all holdings of this reporting manager
     are reported in this report.)

[x]  13F NOTICE. (Check here if no holdings reported are in this report, and all
     holdings are reported by other reporting manager(s).)

[ ]  13F COMBINATION  REPORT.  (Check here if a portion of the holdings for this
     reporting manager are reported in this report and a portion are reported by
     other reporting manager(s).)

List of Other Managers Reporting for this Manager:


Form 13F File Number               Name
28-7762                            Tudor Investment Corporation




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