FOUR SEASONS FUND LIMITED PARTNERSHIP
8-K, 1997-02-05
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                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549





                                    FORM 8-K


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  January 15, 1997



                  The Four Seasons Fund Limited Partnership
- --------------------------------------------------------------------------------
           (Exact name of Registrant as Specified in its Charter)




                   Illinois      0-17590       36-3586810
- --------------------------------------------------------------------------------
             (State or Other     (Commission   I.R.S. Employer
              Jurisdiction       File Number)  Identification No.)
              of Incorporation)



Registrant's telephone number, including area code:  (312) 663-7500


                               Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)




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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT


     On January 15, 1997, Heinold Asset Management, Inc., the general partner
of The Four Seasons Fund Limited Partnership (the "Partnership"), upon the
recommendation of management and the approval of its Board of Directors,
dismissed Deloitte & Touche LLP and engaged Ernst & Young LLP as the principal
accountants of the Partnership for the year ended July 31, 1997.

     The report of Deloitte & Touche LLP on the financial statements for the
past two years did not contain an adverse opinion or a disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope, accounting
principles or any other matter.

     In connection with the audit of the Statement of Financial Condition for
the fiscal years ended July 31, 1995 and July 31, 1996 and the period July 31,
1996 through December 31, 1996, there have been no disagreements with Deloitte
& Touche LLP, on any matter of accounting principles or practices, financial
statement disclosures or auditing scope or procedures which, if not resolved to
its satisfaction, would have caused it to make reference to the subject matter
in connection with its report.

     A letter from Deloitte & Touche LLP dated January 15, 1997 addressed to
the Commission is filed as an Exhibit to this Report.

     There have been no "reportable events" as such term is defined in Item 304
(a)(1)(v) of Regulation S-K during the two most recent fiscal years and any
interim period.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


     (c) Exhibits.

     16  A copy of the letter dated January 15, 1997, from Deloitte & Touche
         LLP, addressed to the Securities and Exchange Commission.


<PAGE>   3


                                 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 hereunto duly authorized.



Dated:  January 15, 1997



                                      THE FOUR SEASONS FUND LIMITED PARTNERSHIP



                                      By:  HEINOLD ASSET MANAGEMENT, INC.
                                           General Partner of the Registrant



                                      By:  /s/ Daniel E. Ragen
                                           -------------------
                                           Daniel E. Ragen
                                           President




<PAGE>   1
January 15, 1997

Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C.  20549



Dear Sirs/Madams:

     We have read and agree with the comments in Item 4 of Form 8-K of The Four
Seasons Fund Limited Partnership dated January 15, 1997.



Yours truly,

/s/ Deloitte & Touche LLP

cc:  Mr. Lee E. Meyer
     Chief Financial Officer
     Heinold Asset Management, Inc.
     440 South LaSalle Street, 20th Floor
     Chicago, IL  60605


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