FUTURES EXPANSION FUND LTD PARTNERSHIP
10-Q, 1996-11-13
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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<PAGE>
 
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 1996
                               ------------------

                    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 0-15298

                THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP
                ----------------------------------------------
                         (Exact Name of Registrant as
                           specified in its charter)

          Delaware                                        13-3365950
- --------------------------------               ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                  c/o Merrill Lynch Investment Partners Inc.
                (formerly ML Futures Investment Partners Inc.)
             Merrill Lynch World Headquarters-South Tower, 6th Fl.
             World Financial Center New York, New York 10080-6106
             ----------------------------------------------------
                   (Address of principal executive offices)
                                  (Zip Code)

                                 212-236-4161
             ----------------------------------------------------
             (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 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
                                                                      ---    ---

                       This document contains 11 pages.
     There are no exhibits and no exhibit index filed with this document.
<PAGE>
 
                        PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

                THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP
                ----------------------------------------------
                       (a Delaware limited partnership)
                       --------------------------------
                               AND JOINT VENTURE
                               -----------------

                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                ----------------------------------------------
<TABLE> 
<CAPTION> 

                                                                          September 30,           December 31,
                                                                              1996                    1995
                                                                              ----                    ----
ASSETS
<S>                                                                  <C>                     <C> 
Accrued interest                                                           $     29,955          $      39,699
Equity in commodity futures trading accounts:
    Cash and option premiums                                                  8,438,146              9,860,595
    Net unrealized gain on open contracts                                       603,237                576,906
                                                                       ------------------      ------------------

                TOTAL                                                        $9,071,338            $10,477,200
                                                                       ==================      ==================


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

LIABILITIES:

    Administrative expense payable (Note 2)                                $      1,890          $        -
    Redemptions payable                                                          11,510                   7,169
    Brokerage commissions payable (Note 2)                                       88,216                 103,775
    Profit shares payable                                                         -                     475,153
                                                                       ------------------      ------------------

            Total liabilities                                                   101,616                 586,097
                                                                       ------------------      ------------------

PARTNERS' CAPITAL:
    General Partner (518 and 518 Units)                                         119,249                 123,779
    Limited Partners (38,445 and 40,875 Units)                                8,850,473               9,767,324
                                                                       ------------------      ------------------

            Total partners' capital                                           8,969,722               9,891,103
                                                                       ------------------      ------------------

                TOTAL                                                        $9,071,338             $10,477,200
                                                                       ==================      ==================

NET ASSET VALUE PER UNIT
  (Based on 38,963 and 41,393 Units outstanding)                                $230.21                 $238.96
                                                                                =======                 =======
</TABLE> 
See notes to consolidated financial statements.

                                       2
<PAGE>
 
                THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP
                ----------------------------------------------
                       (a Delaware limited partnership)
                       --------------------------------
                               AND JOINT VENTURE
                               -----------------

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     -------------------------------------   

<TABLE> 
<CAPTION> 
                                               For the three        For the three       For the nine       For the nine
                                               months ended         months ended        months ended       months ended
                                               September 30,        September 30,      September 30,       September 30,
                                                   1996                 1995                1996               1995
                                             ------------------   -----------------   ----------------   ------------------ 
<S>                                         <C>                  <C>                 <C>                <C> 
REVENUES:
    Trading Profits (Loss):
        Realized                                     $106,538            $(19,205)          $158,488            $2,585,412
        Change in unrealized                          173,126            (402,010)            26,331              (339,419)
                                             ------------------   -----------------   ----------------   ------------------ 

            Total trading results                     279,664            (421,215)           184,819             2,245,993
                                             ------------------   -----------------   ----------------   ------------------ 

    Interest income                                    92,987             124,361            284,096               359,004
                                             ------------------   -----------------   ----------------   ------------------ 

            Total revenues                            372,651            (296,854)           468,915             2,604,997
                                             ------------------   -----------------   ----------------   ------------------ 

EXPENSES:
    Profit shares                                      -                 (119,857)            -                     339,769
    Brokerage commissions (Note 2)                    264,883             302,431            824,186               910,999
    Administrative expense (Note 2)                     5,674              -                  17,657                -
                                             ------------------   -----------------   ----------------   ------------------ 
                                                                
            Total expenses                            270,557             182,574            841,843             1,250,768
                                             ------------------   -----------------   ----------------   ------------------ 

NET INCOME (LOSS):                                   $102,094           $(479,428)         $(372,928)           $1,354,229
                                             ==================   =================   ================   ==================

NET INCOME (LOSS) PER UNIT:
   Weighted average number of units
        outstanding                                    39,364              42,290             40,447                43,492
                                                       ======              =======            =======               ======
   Weighted average net Income (Loss)
        per Limited Partner unit and
        General Partner unit                            $2.59             $(11.34)            $(9.22)               $31.14
                                                        =====             ========            =======               ======

</TABLE> 

See notes to consolidated financial statements.



                                       3
<PAGE>
 
                THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP
                ----------------------------------------------
                       (a Delaware limited partnership)
                       --------------------------------
                               AND JOINT VENTURE
                               -----------------

            CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
            -------------------------------------------------------

             For the nine months ended September 30, 1996 and 1995
             ----------------------------------------------------- 

<TABLE> 
<CAPTION> 
                                                             Limited           General
                                              Units         Partners           Partner            Total
                                              -----         --------           -------            -----
<S>                                          <C>           <C>                  <C>             <C> 
PARTNERS' CAPITAL,
  DECEMBER 31, 1994                           45,234        $8,761,840           $101,500        $8,863,340

Net income                                     -             1,338,573             15,656         1,354,229

Redemptions                                   (3,411)         (758,267)             -              (758,267)
                                           -----------   ---------------    ---------------   ---------------

PARTNERS' CAPITAL,
  SEPTEMBER 30, 1995                          41,823        $9,342,146           $117,156        $9,459,302
                                           ===========   ===============    ===============   ===============

PARTNERS' CAPITAL,
  DECEMBER 31, 1995                           41,393        $9,767,324           $123,779        $9,891,103

Net loss                                       -              (368,398)            (4,530)         (372,928)

Redemptions                                   (2,430)         (548,453)             -              (548,453)
                                           -----------   ---------------    ---------------   ---------------

PARTNERS' CAPITAL,
  SEPTEMBER 30, 1996                          38,963         8,850,473            119,249         8,969,722
                                           ===========   ===============    ===============   ===============
</TABLE> 
See notes to consolidated financial statements.

                                       4
<PAGE>
 
THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP
(A Delaware Limited Partnership) AND JOINT VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      These financial statements have been prepared without audit. In the
      opinion of management, the financial statements contain all adjustments
      (consisting of only normal recurring adjustments) necessary to present
      fairly the financial position of The Futures Expansion Fund Limited
      Partnership (the "Partnership" or the "Fund") as of September 30, 1996 and
      the results of its operations for the nine months ended September 30, 1996
      and 1995. However, the operating results for the interim periods may not
      be indicative of the results expected for the full year.

      Certain information and footnote disclosures normally included in annual
      financial statements prepared in accordance with general accepted
      accounting principles have been omitted. It is suggested that these
      financial statements be read in conjunction with the financial statements
      and notes thereto included in the Partnership's Annual Report on Form 10-K
      filed with the Securities and Exchange Commission for the year ended
      December 31, 1995 (the "Annual Report").

2.    RELATED PARTY TRANSACTIONS

      The Joint Venture pays brokerage commissions to MLF at a flat rate of
      .9933 of 1% (an 11.92% annual rate) of the Joint Venture's month-end
      assets. Monthly-end assets are not reduced for purposes of calculating
      brokerage commissions by any accrued but unpaid brokerage commissions,
      profit shares or other fees or charges. Effective January 1, 1996, the
      brokerage commission the Joint Venture pays to the Commodity Broker was
      reduced to .9725% (a 11.67% annual rate), and the Partnership began to pay
      an administrative fee to the General Counsel of .020833% (a .25% annual
      rate). MLIP estimates that the round-turn equivalent commission rate
      charged to the Joint Venture during the nine months ended September 30,
      1996 and 1995, was approximately $99 and $33, respectively (not including,
      in calculating round-turn equivalents, forward contracts on a
      futures-equivalent basis).

      MLF pays the Trading Manager annual Consulting Fees of 4% of the Joint
      Venture's average month-end assets, after reduction for a portion of the
      brokerage commissions.


3.    FAIR VALUE AND OFF-BALANCE SHEET RISK

      The Joint Venture trades futures, options and forward contracts in
      interest rates, stock indices, commodities, currencies, energy and metals.
      The Joint Venture's revenues by reporting category for the nine months
      ended September 30, 1996 were as follows:
<TABLE> 
<CAPTION> 


                                                             1996
                                                             ----
       <S>                                                <C> 
       Interest rate                                          $(5,362)
       Stock indices                                         (131,678)
       Commodities                                           (523,874)
       Currencies                                             323,214
       Energy                                                 721,929
       Metals                                                (199,410)
                                                   --------------------

                                                             $184,819
                                                   ====================
</TABLE> 
      Market Risk
      -----------

      Derivative instruments involve varying degrees of off-balance sheet market
      risk, and changes in the level or volatility of interest rates, foreign
      currency exchange rates or the market values of the financial instruments
      or commodities underlying such derivative instruments frequently result in
      changes in the Partnership's unrealized gain or loss on such derivative
      instruments as reflected in the Consolidated Statements of Financial
      Condition. The Joint Venture's exposure to market risk is influenced by a
      number of factors, including the relationships among the derivative
      instruments held by the Joint Venture as well as the volatility and
      liquidity of the markets in which the derivative instruments are traded.

                                       5
<PAGE>
 
      The General Partner has procedures in place intended to control market
      risk, although there can be no assurance that they will, in fact, succeed
      in doing so. These procedures focus primarily on monitoring the trading of
      the Trading Manager, calculating the Net Asset Value of the Joint Venture
      as of the close of business on each day and reviewing outstanding
      positions for over-concentration. While the General Partner will not
      itself intervene in the markets to hedge or diversify the Joint Venture's
      market exposure, the General Partner may urge the Trading Manager to
      reallocate positions in an attempt to avoid over-concentrations. However,
      such interventions are unusual. Except in cases in which it appears that
      the Advisor has begun to deviate from past practice or trading policies or
      to be trading erratically, the General Partner's basic risk control
      procedures consist simply of the ongoing process of Trading Manager
      monitoring, with the market risk controls being applied by the Trading
      Manager.

      Fair Value
      ----------

      The derivative instruments used in the Joint Venture's trading activities
      are marked to market daily with the resulting unrealized gains or losses
      recorded in the Consolidated Statements of Financial Condition and the
      related profit or loss reflected in trading revenues in the Consolidated
      Statements of Income. The contract/notional values of the Trading
      Partnership's open derivative instrument positions as of September 30,
      1996 and December 31, 1995 were as follows:

<TABLE> 
<CAPTION> 

                                       1996                                                1995
                   ----------------------------------------------    -------------------------------------------------

                     Commitment to             Commitment to              Commitment to             Commitment to
                  Purchase (Futures,          Sell (Futures,           Purchase (Futures,          Sell (Futures,
                  Options & Forwards)       Options & Forwards)        Options & Forwards)       Options & Forwards)
                  -------------------       -------------------        -------------------       -------------------
       <S>              <C>                   <C>                          <C>                        <C> 
       Interest rate       $43,029,817         $        -                    $17,631,109                $17,124,189
       Stock indices         1,831,647                 581,930                 2,744,799                 -
       Commodities             302,720               1,386,779                   987,392                  1,770,746
       Currencies           18,329,869              32,564,914                19,188,424                 33,984,223
       Energy                2,042,650                 584,140                 4,266,468                 -
       Metals                2,597,918               4,193,610                 1,106,950                  4,593,110
                      ------------------       -----------------      --------------------        -------------------

                           $68,134,621             $39,311,373               $45,925,142                $57,472,268
                      ==================       =================      ====================        ===================
</TABLE> 

      Substantially all of the Joint Venture's derivative instruments
      outstanding as of September 30, 1996 expire within one year.

      The contract/notional value of the Trading Partnership's exchange-traded
      and non-exchange-traded derivative instrument positions as of September
      30, 1996 and December 31, 1995 were as follows:

<TABLE> 
<CAPTION> 

                                               1996                                          1995
                           -------------------------------------------    ---------------------------------------------

                                Commitment to         Commitment to           Commitment to           Commitment to
                             Purchase (Futures,      Sell (Futures,        Purchase (Futures,        Sell (Futures,
                             Options & Forwards)   Options & Forwards)     Options & Forwards)     Options & Forwards)
                             -------------------   -------------------     -------------------     -------------------
       <S>                      <C>                     <C>                     <C>                     <C> 
       Exchange
          traded                    $49,355,294              $3,542,150             $26,004,588            $21,373,095
       Non-Exchange
           traded                    18,779,327              35,769,223              19,920,554             36,099,173
                            --------------------    --------------------   ---------------------   --------------------

                                    $68,134,621             $39,311,373             $45,925,142            $57,472,268
                            ====================    ====================   =====================   ====================
</TABLE> 

                                       6
<PAGE>
 
      The average fair value of the Partnership's derivative instrument
      positions which were open as of the end of each calendar month during the
      quarter ended September 30, 1996 and the year ended December 31, 1995 was
      as follows:
<TABLE> 
<CAPTION> 
                                       1996                                                1995
                   ----------------------------------------------    -------------------------------------------------

                     Commitment to             Commitment to              Commitment to             Commitment to
                  Purchase (Futures,          Sell (Futures,           Purchase (Futures,          Sell (Futures,
                  Options & Forwards)       Options & Forwards)        Options & Forwards)       Options & Forwards)
                  -------------------       -------------------        -------------------       -------------------
       <S>                   <C>                 <C>                        <C>                      <C> 
       Interest rate       $24,625,332             $23,734,856               $20,766,056               $  7,523,452
       Stock indices         3,031,064               1,315,334                 9,249,690                  1,491,066
       Commodities           2,041,272               1,041,072                 1,548,022                  1,302,572
       Currencies           55,809,733              62,912,889                42,383,672                 40,767,472
       Energy                2,406,038                 790,392                 2,368,843                  1,331,304
       Metals                4,633,350               5,862,502                 2,456,274                  3,268,684
                     ------------------       -----------------      --------------------        -------------------

                           $92,546,789             $95,657,045               $78,772,557                $55,684,550
                     ==================       =================      ====================        ===================
</TABLE> 

      A portion of the amounts indicated as off-balance sheet risk reflects
      offsetting commitments to purchase and sell the same derivative instrument
      on the same date in the future. These commitments are economically
      offsetting but are not, as a technical matter, offset in the forward
      market until the settlement date.

      Credit Risk
      -----------

      The risks associated with exchange-traded contracts are typically
      perceived to be less than those associated with over-the-counter
      (non-exchange-traded) transactions, because exchanges typically (but not
      universally) provide clearinghouse arrangements in which the collective
      credit (in some cases limited in amount, in some cases not) of the members
      of the exchange is pledged to support the financial integrity of the
      exchange. In over-the-counter transactions, on the other hand, traders
      must rely solely on the credit of their respective individual
      counterparties. Margins, which may be subject to loss in the event of a
      default, are generally required in exchange trading, and counterparties
      may also require margin in the over-the-counter markets.

      The fair value amounts in the above tables represent the extent of the
      Joint Venture's market exposure in the particular class of derivative
      instrument listed, but not the credit risk associated with counterparty
      nonperformance. The credit risk associated with these instruments from
      counterparty nonperformance is the net unrealized gain, if any, included
      in the Consolidated Statements of Financial Condition. The Joint Venture
      also has credit risk because the sole counterparty or broker with respect
      to most of the Joint Venture's assets is MLF.

      As of September 30, 1996 and December 31, 1995, $6,671,025 and $7,759,078
      of the Joint Venture's assets, respectively, were held in segregated
      accounts at MLF in accordance with Commodity Futures Trading Commission
      regulations.

      The gross unrealized gain and the net unrealized gain on the Partnership's
      open derivative instrument positions as of September 30, 1996 and December
      31, 1995 were as follows:
<TABLE> 
<CAPTION> 
                                              1996                                           1995
                                              ----                                           ----
                                    Gross                  Net                    Gross                    Net
                                 Unrealized            Unrealized              Unrealized              Unrealized
                                    Gain               Gain (Loss)                Gain                 Gain (Loss)
                                 ----------            -----------             ----------              -----------
       <S>                          <C>                    <C>                  <C>                       <C> 
       Exchange
          traded                       $640,622                $516,359             $   892,375              $674,608
       Non-Exchange
           traded                       611,501                  86,878                 205,307               (97,702)
                            --------------------    --------------------   ---------------------   --------------------

                                     $1,252,123                $603,237              $1,097,682               $576,906
                            ====================    ====================   =====================   ====================
</TABLE> 

      The Partnership controls credit risk by dealing almost exclusively with
      Merrill Lynch entities as brokers and counterparties.

      The Partnership through its normal course of business enters into various
      contacts with MLF acting as its commodity broker. Pursuant to the
      brokerage arrangement with MLF, such trading which results in receivables
      from and payables to MLF will be offset and reported as a net receivable
      or payable.

                                       7
<PAGE>
 
Item 2:   Management's Discussion and Analysis of Financial Condition and
          ---------------------------------------------------------------
          Results of Operations
          ---------------------

Operational Overview: Advisor Selections
- ----------------------------------------
             Due to the nature of the Fund's business, its results of operations
depend on Trading Advisor's ability to recognize and capitalize on trends and
other profit opportunities in different Sectors of the world commodity markets.
The Trading Advisor's trading methods are confidential, so that substantially
the only information that can be furnished regarding the Fund's results of
operations is contained in the performance record of its trading. Unlike
operating businesses, general economic or seasonal conditions do not directly
affect the profit potential of the Fund, and its past performance is not
necessarily indicative of future results. Because of the speculative nature of
its trading, operational or economic trends have little relevance to the Fund's
results. MLIP believes, however, that there are certain market conditions, for
example, markets with strong price trends, in which the Fund has a better
likelihood of being profitable than in others.

Results of Operations - General
- -------------------------------
             Unlike an operating business, MLIP believes that it is difficult
to identify "trends" in the Fund's operations and virtually impossible to make
any predictions regarding future results based on results to date (even over the
nine year operational history of the Fund to date). The Trading Advisor regards
its strategy as long-term in nature.

             Markets in which sustained price trends occur with some frequency
tend to be more favorable to managed futures investments than "whipsaw,"
"choppy" markets, but (i) this is not always the case, (ii) it is impossible to
predict when trending markets will occur and (iii) the Trading Advisor is
affected by trends in general as well as by particular types of trends.

             The Fund controls credit risk in its trading in the derivatives
markets by trading only through Merrill Lynch entities which MLIP believes to be
creditworthy. The Trading Advisor attempts to control the market risk inherent
in derivatives trading by applying multiple trading systems in each market as
well as implementing the basic risk management policies described above under
"Item 1: Business - (c) Narrative Description of Business." However, as a
single-advisor fund, the Partnership must be considered a more speculative
investment than the multi-advisor funds which have become popular in the public
commodity pool markets during approximately the last decade. Millburn Ridgefield
trades a diversified portfolio for the Fund, but with an emphasis on the
currency and financial instrument markets.

Performance Summary
- -------------------
             During the nine months of 1995, the Fund's average month-end Net
Assets equalled $9,651,919, and the Fund recognized gross trading gains of
$2,245,993 or 23.27% of such average month-end Net Assets. Brokerage commissions
of $910,999 or 9.44% and Profit Shares of $339,769 or 3.52% of average month-end
Net Assets were paid. Interest income of $359,004 or 3.72% of average month-end
Net Assets resulted in a net gain of $1,354,229 or 14.03% of average month-end
Net Assets, which resulted in a 15.43% increase in the Net Asset Value per Unit
since December 31, 1994.

             During the nine months of 1996, the Fund's average month-end Net
Assets equalled $9,298,561, and the Fund recognized gross trading gains of
$184,819 or 1.99% of such average month-end Net Assets. Brokerage commissions of
$824,186 or 8.86% and Administrative expense of $17,657 or .19% of average 
month-end Net Assets were paid. Interest income of $284,096 or 3.06% of average
month-end Net Assets resulted in net loss of $372,928 or 4.01% of average month
end Net Assets which resulted in a 3.66% decrease in the Net Asset Value per
Unit since December 31, 1995.

             During the nine months of 1996 and 1995, the Fund experienced 11
profitable months and 7 unprofitable months.
<TABLE> 
<CAPTION> 

                      MONTH-END NET ASSET VALUE PER UNIT
- ---------------------------------------------------------------------------------------
        Jan.     Feb.    Mar.     April    May      June     July    Aug.     Sept.
- ---------------------------------------------------------------------------------------
<S>     <C>      <C>     <C>      <C>      <C>      <C>      <C>     <C>      <C> 
1995    $189.48  $201.01 $231.61  $240.44  $235.91  $237.51  $230.15 $231.47  $226.17
- ---------------------------------------------------------------------------------------
1996    $252.05  $224.51 $225.51  $236.49  $219.53  $227.57  $230.17 $224.71  $230.21
- ---------------------------------------------------------------------------------------
</TABLE> 

                                       8
<PAGE>
 
Importance of Market Factors
- ----------------------------
             Comparisons between the Fund's performance in one fiscal year to
that in a prior year are unlikely to be meaningful, given the uncertainty of
price movements in the markets traded by the Fund. In general, MLIP expects that
the Fund is most likely to trade successfully in markets which exhibit strong
and sustained price trends. Millburn Ridgefield's strategy is based on technical
trend analysis (and certain non-trend following technical systems).
Consequently, one would expect that in trendless, "choppy" markets the Fund
would likely be unprofitable, while in markets in which major price movements
occur, the Fund would have its best profit potential (although there could be no
assurance that the Fund would, in fact, trade profitably). However, the Trading
Advisor will not infrequently miss major price movements, and market corrections
can result in rapid and material losses (sometimes as much as 10% in a single
day).

Liquidity
- ---------
             Most of the Joint Venture's assets are held as cash which, in turn,
is used to margin its futures positions and earns interest income and is
withdrawn, as necessary, to pay redemptions and fees.

             The futures contracts in which the Joint Venture trades may become
illiquid under certain market conditions. Commodity exchanges limit fluctuations
in futures prices during a single day by regulations referred to as "daily
limits." During a single day no trades may be executed at prices beyond the
daily limit. Once the price of a futures contract for a particular commodity has
increased or decreased by an amount equal to the daily limit, positions in the
commodity can generally neither be taken nor liquidated unless traders are
willing to effect trades at or within the limit. Futures contracts have
occasionally moved to the daily limit for several consecutive days with little
or no trading. Such market conditions could prevent the Joint Venture from
promptly liquidating its futures (including its options) positions. There are no
limitations on the daily price moves in trading foreign currency forward
contracts through banks, although illiquidity may develop in the forward markets
due to large spreads between "bid" and "ask" prices quoted. (Forward contracts
are the bank version of currency futures contracts and are not traded on
exchanges.)

Capital Resources
- -----------------
             The Joint Venture does not have, nor does it expect to have, any
capital assets and has no material commitments for capital expenditures. The
Joint Venture uses its assets to supply the necessary margin or premiums for,
and to pay any losses incurred in connection with, its trading activity and to
pay redemptions and fees.

             Inflation is not a significant factor in the Fund's profitability,
although inflationary cycles can give rise to the type of major price movements
which can have a materially favorable or adverse impact on the Fund's
performance.

                                       9
<PAGE>
 
                          PART II - OTHER INFORMATION

Item 1.      Legal Proceedings

                  None.

Item 2.      Changes in Securities

                  None.

Item 3.      Defaults Upon Senior Securities

                  None.

Item 4.      Submission of Matters to a Vote of Security Holders

                  None.

Item 5.      Other Information

                  None.

Item 6.      Exhibits and Reports on Form 8-K.

           (a)  Exhibits.
                --------
                There are no exhibits required to be filed as part of this
                document.

           (b)  Reports on Form 8-K.
                -------------------
                There were no reports on Form 8-K filed during the nine months
                of fiscal 1996.

                                       10
<PAGE>
 
                                  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 FUTURES EXPANSION FUND
                                   LIMITED PARTNERSHIP

                                   By:  MERRILL LYNCH INVESTMENT PARTNERS INC.
                                                 (General Partner)

Date:  November 11, 1996           By /s/ JOHN R. FRAWLEY, JR.
                                      -----------------------
                                      John R. Frawley, Jr.
                                      President, Chief Executive Officer
                                      and Director




Date:  November 11, 1996           By /s/ JAMES M. BERNARD
                                      -------------------
                                      James M. Bernard
                                      Chief Financial Officer,
                                      Treasurer and Senior Vice President


<TABLE> <S> <C>

<PAGE>
<ARTICLE> BD
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION, CONSOLIDATED STATEMENTS OF OPERATIONS,
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000799824
<NAME> FUTURE EXP, FUND LIMITED PARTNERSHIP
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   9-MOS                   9-MOS
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<PERIOD-END>                               SEP-30-1996             SEP-30-1995
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<PP&E>                                               0                       0
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                                0                       0
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<CHANGES>                                            0                       0
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<EPS-PRIMARY>                                   (9.22)                   31.14
<EPS-DILUTED>                                   (9.22)                   31.14
        

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