EQUITABLE CAPITAL PARTNERS RETIREMENT FUND LP
10-Q, 1996-08-14
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                      For the Period Ended: June 30, 1996

                         Commission File Number 01-16532

               EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
      (Exact name of registrant as specified in its governing instruments)

              Delaware                            13-3486106
      (State or other jurisdiction      (IRS Employer Identification No.)
    of incorporation or organization)

                           1345 Avenue of the Americas
                            New York, New York 10105
              (Address of principal executive offices and zip code)

        Registrant's telephone number, including area code:(212) 969-1000

           Securities registered pursuant to Section 12(b) of the Act:

        Title of each class         Name of each exchange on which registered
               None                              Not Applicable

           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.

Selected  information  from the Prospectus,  dated July 15, 1988, and filed with
the Securities and Exchange Commission on July 19, 1988 (File No. 33-20093),  is
incorporated  by reference into Parts I, II and III of this Quarterly  Report on
Form 10-Q.


<PAGE>
               EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.

                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

                                                           Page
Item 1.  Financial Statements

Statements of Assets, Liabilities and Partners'
  Capital as of June 30, 1996 and December 31, 1995         5

Statements of Operations - For the Three and Six Months
  Ended June 30, 1996 and 1995                              6

Statements of Changes in Net Assets - For the Six
  Months Ended June 30, 1996 and 1995                       7

Statements of Cash Flows - For the Six Months Ended
  June 30, 1996 and 1995                                    8

Statement of Changes in Partners' Capital -
  For the Six Months Ended June 30, 1996                    9

Schedule of Portfolio Investments - June 30, 1996          10

Supplemental Schedule of Realized Gains and Losses
  For the Six Months Ended June 30, 1996                   15

Notes to Financial Statements                              16


Item 2.  Management's Discussion and Analysis of
  Financial Condition and Results of Operations            24


                           PART II - OTHER INFORMATION

Item 6.  Exhibits                                           28



<PAGE>
<TABLE>
<CAPTION>
               EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
             STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL

<S>                                                         <C>           <C>                 <C>
                                                                              June 30, 1996
ASSETS:                                                      Notes             (Unaudited)       December 31, 1995

    Investments                                             2,10,12
        Enhanced Yield Investments at Value-
           Managed Companies
              (amortized cost of $54,362,239 at
              June 30, 1996 and $83,389,283
              at December 31, 1995)                                          $   62,036,198        $     67,489,913
           Non-Managed Companies
              (amortized cost of $18,795,366 at
              June 30, 1996 and $2,121,174
              at December 31, 1995)                                               4,293,324               2,720,868
        Temporary Investments
              (at amortized cost)                                                 8,992,508              16,536,723

    Cash                                                                             50,421                  39,180
    Interest Receivable                                       2,12                  891,566                 886,589
    Note Receivable                                           3,4                 1,204,941               1,245,982
    Prepaid Expenses                                                                  2,511                   6,923

TOTAL ASSETS                                                                 $   77,471,469        $     88,926,178
                                                                             ==============        ================


LIABILITIES AND PARTNERS' CAPITAL

    Liabilities
        Professional Fees Payable                              9             $       33,578        $         40,833
        Independent General Partners' Fees Payable             8                     17,127                  10,547
        Fund Administrative Expenses Payable                   7                     71,568                  28,445
        Other Accrued Liabilities                                                     6,101                   4,241
           Total Liabilities                                                        128,374                  84,066

    Partners' Capital
        Managing General Partner                              3,4                 1,005,983               1,058,667
        Limited Partners (221,072 Units)                       4                 76,337,112              87,783,445
           Total Partners' Capital                                               77,343,095              88,842,112

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                      $   77,471,469        $     88,926,178
                                                                             ==============        ================

               See the Accompanying Notes to Financial Statements.

</TABLE>



<PAGE>
<TABLE>
<CAPTION>
               EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<S>                                                     <C>                  <C>                <C>               <C>
                                                             For the Three Months Ended                For the Six Months Ended
                                                         June 30, 1996        June 30, 1995      June 30, 1996        June 30, 1995
INVESTMENT INCOME- Notes 2,12:
      Interest                                           $   1,179,271       $    1,866,252      $   2,328,977        $   3,821,655
      Discount                                                   5,781                6,437             11,561               12,814
      Dividend                                               1,852,198                    -          1,852,195                    -
                   TOTAL INVESTMENT INCOME                   3,037,250            1,872,689          4,192,733            3,834,469

EXPENSES:
      Investment Advisory Fee- Note 6                          212,692              253,539            448,844              548,531
      Fund Administration Fees and Expenses- Note 7            231,706              250,752            417,278              452,730
      Independent General Partners'
        Fees and Expenses - Note 8                              45,517               42,179             94,120               87,564
      Professional Fees - Note 9                                 1,128                8,093              7,303               17,533
      Insurance Fees                                                 -                    -              4,410                    -
      Valuation Expenses                                         2,800                3,681              9,446                3,681
                   TOTAL EXPENSES                              493,843              558,244            981,401            1,110,039

NET INVESTMENT INCOME                                        2,543,407            1,314,445          3,211,332            2,724,430

NET CHANGE IN UNREALIZED APPRECIATION
      (DEPRECIATION) ON INVESTMENTS- Note 12                12,208,511           (1,390,052)         8,471,593           (4,466,371)

NET REALIZED (LOSSES) GAINS ON INVESTMENTS- Note 10        (11,973,709)                   -        (10,896,109)              40,754

NET INCREASE (DECREASE) IN NET ASSETS
      RESULTING FROM OPERATIONS                          $   2,778,209       $      (75,607)     $     786,816        $  (1,701,187)
                                                         =============       ==============      =============        =============


               See the Accompanying Notes to Financial Statements.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>
               EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                       STATEMENTS OF CHANGES IN NET ASSETS
                                   (UNAUDITED)

<S>                                                                    <C>                  <C>
                                                                                  For the Six Months Ended
                                                                           June 30, 1996            June 30, 1995
FROM OPERATIONS:

     Net Investment Income                                              $      3,211,332        $      2,724,430

     Net Change In Unrealized Appreciation
       (Depreciation) on Investments                                           8,471,593              (4,466,371)

     Net Realized (Losses) Gains on Investments                              (10,896,109)                 40,754

     Net Increase (Decrease) in Net Assets
       Resulting from Operations                                                 786,816              (1,701,187)

     Cash Distributions to Partners                                          (12,246,558)            (15,821,205)

     Reduction in Managing General Partners'
       Contribution                                                              (39,275)               (115,816)

     Total Decrease                                                          (11,499,017)            (17,638,208)

NET ASSETS:

     Beginning of Period                                                      88,842,112             115,578,330

     End of Period                                                      $     77,343,095        $     97,940,122
                                                                        ================        ================


               See the Accompanying Notes to Financial Statements.


</TABLE>



<PAGE>
<TABLE>
<CAPTION>
               EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<S>                                                                <C>                 <C>
                                                                               For the Six Months Ended
INCREASE (DECREASE) IN CASH                                            June 30, 1996            June 30, 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
       Interest and Discount Income                                  $     1,981,919        $      2,483,064
       Fund Administration Fees & Expenses                                  (374,155)               (420,624)
       Investment Advisory Fee                                              (448,844)               (548,531)
       Independent General Partners' Fees and Expenses                       (86,537)                (78,416)
       Valuation Expenses                                                     (7,586)                 (6,851)
       Sale (Purchase) of Temporary Investments, Net                       7,834,894              14,018,182
       Proceeds from Sales and Principal Payments of
            Enhanced Yield Investments                                     3,371,903                 318,073
       Professional Fees                                                     (13,421)                (24,696)
       Insurance Fees                                                           (375)                 (3,477)
Net Cash Provided by Operating Activities                                 12,257,798              15,736,724
CASH FLOWS FROM FINANCING ACTIVITIES:
       Cash Distributions to Partners                                    (12,246,558)            (15,821,205)
Net Cash Used in Financing Activities                                    (12,246,558)            (15,821,205)
Net Decrease in Cash                                                          11,240                 (84,481)
Cash at the Beginning of the Period                                           39,181                  85,291
Cash at the End of the Period                                        $        50,421        $            810
                                                                     ===============        ================


           RECONCILIATION OF NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
                     OPERATIONS TO NET CASH PROVIDED BY OPERATING ACTIVITIES



Net Increase (Decrease) In Net Assets Resulting From Operations      $       786,816        $     (1,701,187)

Adjustments to Reconcile Net Decrease in Net Assets
       Resulting from Operations to Net Cash Provided by Operating
       Activities:
Decrease in Investments                                                   22,102,908              14,295,499
Increase in Accrued Interest                                              (2,210,817)             (1,351,405)
Increase (Decrease) in Other Accrued Liabilities                               1,859                  (3,170)
Increase in Fund Administration Expenses Payable                              43,123                  32,105
Decrease (Increase) in Prepaid Expenses                                        4,412                  (3,477)
Net Change in Unrealized  (Appreciation) Depreciation
   on Investments                                                         (8,471,593)              4,466,371
Increase in Independent General
    Partners' Fees Payable                                                     7,583                   9,149
Decrease in Professional Fees Payable                                         (6,493)                 (7,161)
Total Adjustments                                                         11,470,982              17,437,911
Net Cash Provided by Operating Activities                            $    12,257,798        $     15,736,724
                                                                     ===============        ================

               See the Accompanying Notes to Financial Statements.

</TABLE>



<PAGE>
<TABLE>
<CAPTION>
               EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL
                                   (UNAUDITED)

<S>                                                        <C>          <C>           <C>              <C>
                                    Managing
                                                            Notes        General           Limited
                                                                         Partner          Partners            Total


FOR THE SIX MONTHS ENDED JUNE 30, 1996

Partners' Capital at January 1, 1996                                   $ 1,058,667      $ 87,783,445      $   88,842,112
Cash Distributions to Partners                                             (21,277)      (12,225,281)        (12,246,558)
Reduction in Managing General Partners' Contribution           3           (39,275)                -            (39,275)
Allocation of Net Investment Income                           11            32,113         3,179,219           3,211,332
Allocation of Net Unrealized Appreciation
  on Investments                                              12            84,716         8,386,877           8,471,593
Allocation of Net Realized Losses on Investments                          (108,961)      (10,787,148)        (10,896,109)
Partners' Capital at June 30, 1996                                     $ 1,005,983      $ 76,337,112      $   77,343,095
                                                                       ===========      ============      ==============


               See the Accompanying Notes to Financial Statements.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>
                                                EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                                                       SCHEDULE OF PORTFOLIO INVESTMENTS
                                                                   June 30, 1996
                                                                     (UNAUDITED)
<S>                 <C>                                            <C>         <C>            <C>           <C>         <C>
    PRINCIPAL                                                      INVESTMENT   INVESTMENT    AMORTIZED      VALUE      % OF TOTAL
  AMOUNT/SHARES                            INVESTMENT                 DATE         COST          COST       (NOTE 2)    INVESTMENTS
- ------------------ ----------------------------------------------  ----------  ------------  ------------ ------------- -----------

                   ENHANCED YIELD INVESTMENTS
                   MANAGED COMPANIES

                   CONSUMER PRODUCTS MANUFACTURING

                   LEXMARK INTERNATIONAL GROUP, INC. - NOTE 12
  $    24,103,269  Lexmark International, Inc.,
                    Sr. Sub. Nts. 14.25% due 03/31/01*             03/27/91    $ 24,103,269  $ 24,103,269  $ 24,103,269
  1,001,430 Shares Lexmark International Group, Inc.,
                    Class B Common Stock**(d)                      03/27/91       6,676,200     6,676,200    20,153,779
                                                                               ------------  ------------  ------------
                                                                                 30,779,469    30,779,469    44,257,048       58.76
                                                                               ------------  ------------  ------------------------
     
                   BANKING AND FINANCE

                   BANK UNITED CORP. - NOTE 10
                   (FORMERLY USAT HOLDINGS INC.) 
     534,600 Shares  Bank United Corp., Common Stock**               01/05/90 &
                                                                   12/19/91       3,560,182     3,560,182     3,560,182
                                                                               ------------  ------------  ------------
                                                                                  3,560,182     3,560,182     3,560,182        4.73
                                                                               ------------  ------------  ------------------------

                   MISCELLANEOUS MANUFACTURING

                   QUANTEGY ACQUISITION CORP. - NOTE 12
                    (FORMERLY AMPEX RECORDING MEDIA)
    123.50 Shares  Quantegy Acquisition Corp., Common Stock        11/13/95       2,722,290     2,722,290     2,722,290
   35,882 Warrants Ampex Recording Media Corp.,
                    Warrants to Purchase                           12/31/90 &
                    Class A Common Stock **(e)                     06/28/91         288,251       288,251       261,939
                                                                               ------------   -----------  ------------
                                                                                  3,010,541     3,010,541     2,984,229        3.96
                                                                               ------------   -----------  ------------------------

                     RI HOLDINGS, INC. - NOTE 12
   $    12,013,827   RI Holdings, Inc.,
                      Sr. Sub. Nts. 16% due 08/31/01*(a)(b)         04/25/94      5,823,918     5,823,918     1,801,739
      150,191 Shares RI Holdings, Inc., Common Stock**              09/01/89      1,501,910     1,501,910             0
   104,211.03 Shares RI Holdings, Inc., Common Stock**               various          1,044         1,044             0
     22,687.5 Shares RI Holdings, Inc., Common Stock**              04/25/94            227           227             0
    92,045.09 Shares RI Holdings, Inc., Common Stock**              05/09/95            920           920             0
   223,212.92 Shares RI Holdings, Inc., Common Stock**              05/01/96          2,232         2,232             0
                                                                                -----------  ------------    ----------
                                                                                  7,330,251     7,330,251     1,801,739        2.39
                                                                                -----------  ------------    -----------------------



</TABLE>
                             See the Accompanying Notes to Financial Statements.


<PAGE>
<TABLE>
<CAPTION>
                                  EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                                            SCHEDULE OF PORTFOLIO INVESTMENTS
                                                      June 30, 1996
                                                (CONTINUED) (UNAUDITED)
<S>                 <C>                                         <C>             <C>           <C>            <C>        <C>
    PRINCIPAL                                                     INVESTMENT    INVESTMENT     AMORTIZED       VALUE    % OF TOTAL
  AMOUNT/SHARES                       INVESTMENT                     DATE          COST           COST       (NOTE 2)   INVESTMENTS
- -------------------  -----------------------------------------  ------------  ------------- -------------  -----------  -----------
   
                     LEATHER AND LEATHER PRODUCTS

                     LEATHER U.S., INC. - NOTES 10,12
                     (FORMERLY UNITED STATES LEATHER HOLDINGS, INC.)
       621.90 Shares Leather U.S., Inc., Common Stock               04/09/96   $ 7,308,000   $  7,308,000    $  7,308,000
                                                                               -----------   ------------    -----------
                                                                                 7,308,000      7,308,000      7,308,000       9.70
                                                                               -----------   ------------    ----------------------

                     DISTRIBUTION SERVICES

                     WB BOTTLING CORPORATION 
      1,615 Shares   WB Bottling Corp., Preferred Stock**           09/12/90       161,500        161,500              0
     21,463 Shares   WB Bottling Corp., Common Stock**              09/12/90 &
                                                                    08/11/92        87,296         87,296              0
                                                                               -----------   ------------    -----------
                                                                                   248,796        248,796              0       0.00
                                                                               -----------   ------------    ----------------------
                     MISCELLANEOUS RETAIL

                     R&S/STRAUSS, INC.
                     (FORMERLY WSR ACQUISITION CORP.)
   $       935,000   R&S/Strauss, Inc.,
                      Sr. Sub. Nt. 15% due 05/31/00*                06/13/90       935,000       935,000       935,000
   $     1,190,000   R&S/Strauss, Inc.,
                      Sr. Sub. Nt. 15% due 05/31/00*                06/13/90     1,190,000     1,190,000     1,190,000
                                                                               -----------   -----------   -----------
                                                                                 2,125,000     2,125,000     2,125,000         2.82
                                                                               -----------   -----------   ------------------------


                     TOTAL INVESTMENT IN  MANAGED  COMPANIES                   $54,362,239   $54,362,239   $62,036,198        82.36%
                     ---------------------------------------                   -----------   -----------   -------------------------


</TABLE>
                             See the Accompanying Notes to Financial Statements.


<PAGE>
<TABLE>
<CAPTION>
               EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                        SCHEDULE OF PORTFOLIO INVESTMENTS
                                  June 30, 1996
                             (CONTINUED) (UNAUDITED)
<S>                 <C>                                          <C>            <C>           <C>           <C>         <C>
    PRINCIPAL                                                      INVESTMENT   INVESTMENT    AMORTIZED      VALUE       % OF TOTAL
  AMOUNT/SHARES                    INVESTMENT                         DATE         COST         COST        (NOTE 2)     INVESTMENTS
- -------------------  -------------------------------------------- ------------  ---------- ------------- ------------- -------------


                     NON-MANAGED  COMPANIES

                     DISTRIBUTION SERVICES

                     WESTERN PIONEER, INC. - NOTE 10
   $     4,021,300   Western Pioneer, Inc.,
                       Sr. Sub. Nts. 10% due 12/01/02*(b)           11/30/94     $ 771,539    $   771,539    $   771,539
     81,081 Warrants Western Pioneer, Inc.,
                       Common Stock Purchase Warrants **            11/30/94             0              0              0
                                                                                 ---------    -----------    -----------
                                                                                   771,539        771,539        771,539       1.03
                                                                                 ---------    -----------    ----------------------
                     BROADCASTING

                     APOLLO RADIO HOLDING CO., INC. - NOTE 12
      29.75 Shares   Apollo Radio Holding Co., Inc.,
                      Common Stock**                                06/01/90        61,788         61,788        461,147
       25.5 Shares   Apollo Radio Holding Co., Inc.,
                      Common Stock**                                04/03/90        52,962         52,962        395,275
     9.2083 Warrants Apollo Radio Holding Co., Inc.,
                      Common Stock Purchase Warrants**              04/03/90             0              0              0
                                                                                 ---------    -----------    -----------
                                                                                   114,750        114,750        856,422       1.14
                                                                                 ---------    -----------    ----------------------

                     HEALTH SERVICES

                     MTI HOLDINGS, INC.
   $       471,360   MTI Holdings, Inc.,
                      Sr. Sec. Nt. 5% due 08/15/99* (b)             07/01/94       471,360        471,360       235,680
     22,376 Shares   MTI Holdings, Inc., Class B Common Stock**     07/01/94       510,000        510,000             0
                                                                                ----------     ----------   -----------
                                                                                   981,360        981,360       235,680        0.31
                                                                                ----------     ----------   -----------------------
                     PRINTING, PUBLISHING AND ALLIED LINES

                     AMERICAN PAPER GROUP, LTD.
   $       595,683   American Paper Group, Ltd.,
                      Sub. Nts. 5% due 12/31/00*                    01/18/94       404,111        454,814       454,814
        996 Shares   American Paper Holdings Inc.,
                      Common Stock**                                01/18/94        67,469         67,469        67,469
                                                                                ----------     ----------   -----------
                                                                                   471,580        522,283       522,283        0.69
                                                                                ----------     ----------   -----------------------
</TABLE>
                             See the Accompanying Notes to Financial Statements.


<PAGE>
<TABLE>
<CAPTION>
                                  EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                                            SCHEDULE OF PORTFOLIO INVESTMENTS
                                                      June 30, 1996
                                                (CONTINUED) (UNAUDITED)
<S>                 <C>                                         <C>             <C>           <C>            <C>        <C>
    PRINCIPAL                                                     INVESTMENT    INVESTMENT     AMORTIZED       VALUE    % OF TOTAL
  AMOUNT/SHARES                       INVESTMENT                     DATE          COST           COST       (NOTE 2)   INVESTMENTS
- -------------------  -----------------------------------------  ------------  ------------- -------------  -----------  -----------

                   CONSUMER PRODUCTS MANUFACTURING

                   TULIP HOLDING CORPORATION - NOTE 12
  $     4,394,282  Tulip Holding Corp.,
                    Sub. Nt. 14.5% due 12/29/97*(a)(b)              12/29/89   $ 4,378,507  $  4,387,388  $          0
  $       222,161  Tulip Holding Corp.,
                    Sub. Nt. 16.5% due 06/30/94*(a)(b)(c)           12/31/91       222,161       222,161             0
  $       716,680  Tulip Holding Corp.,
                    Sub. Nt. 16.5% due 06/30/94*(a)(b)(c)           12/31/92       716,680       716,680             0
  $       323,462  Tulip Holding Corp.,
                    Sub. Nt. 16.5% due 06/30/94*(a)(b)(c)           12/31/93       323,462       323,462             0
  1,464.763 Shares Tulip Holding Corp.,
                    Series A Exchangeable Pref. Stock 15%*(b)       12/29/89     1,464,763     1,464,763             0
     78,872 Shares Tulip Holding Corp., Class A Common Stock **     12/29/89        15,780        15,780             0
                                                                               -----------  ------------  ------------
                                                                                 7,121,353     7,130,234             0        0.00
                                                                               -----------  ------------  ------------------------

                     MISCELLANEOUS RETAIL

                     PERGAMENT HOME CENTERS, INC.- Note 12
   $     2,543,200   Pergament Acq. Corp., Home Centers, Inc.
                      Floating Rate Demand Note due 07/31/00*(b)     10/18/91    2,543,200     2,543,200     1,907,400
      299.2 Shares   Pergament Holdings, Corp.,
                      Common Stock Class B **                        02/28/89    6,732,000     6,732,000             0
     109.2571 Shares Pergament Holdings, Corp.,
                      Common Stock Class C **                        02/28/89            0             0             0
                                                                               -----------   -----------   -----------
                                                                                 9,275,200     9,275,200     1,907,400         2.53
                                                                               -----------   -----------   ------------------------




                     TOTAL INVESTMENT IN NON-MANAGED  COMPANIES                $18,735,782    $18,795,366   $ 4,293,324        5.70%
                     ------------------------------------------                 ----------    -----------   ------------------------


                     TOTAL INVESTMENT IN ENHANCED YIELD INVESTMENTS            $73,098,021    $73,157,605   $66,329,522       88.06%
                     ----------------------------------------------            -----------    -----------   ------------------------
</TABLE>


                             See the Accompanying Notes to Financial Statements.

<PAGE>
<TABLE>
<CAPTION>
               EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                        SCHEDULE OF PORTFOLIO INVESTMENTS
                                 June 30, 1996
                             (CONCLUDED) (UNAUDITED)

<S>                 <C>                                          <C>            <C>           <C>         <C>           <C>
    PRINCIPAL                                                      INVESTMENT   INVESTMENT    AMORTIZED      VALUE       % OF TOTAL
  AMOUNT/SHARES                     INVESTMENT                        DATE         COST         COST       (NOTE 2)     INVESTMENTS
- -------------------  ------------------------------------------   -----------  ----------   ------------  ----------   ------------

                     TEMPORARY INVESTMENTS

                     COMMERCIAL PAPER
   $     6,900,000   Tripple A Funding, 5.35% due 07/08/96           06/12/96  $  6,873,339  $ 6,892,822   $ 6,892,822
   $     2,100,000   UBS Finance Delaware Inc., 5.39% due 07/02/96   06/25/96     2,097,799    2,099,686     2,099,686
                                                                               ------------  -----------   -----------
                     TOTAL INVESTMENT IN COMMERCIAL PAPER                      $  8,971,138  $ 8,992,508   $ 8,992,508        11.94%
                     ------------------------------------                      ------------  -----------   -------------------------


                     TOTAL TEMPORARY INVESTMENTS                               $  8,971,138  $ 8,992,508   $ 8,992,508        11.94%
                     ---------------------------                               ------------  -----------   -------------------------

                     TOTAL INVESTMENT PORTFOLIO                                $ 82,069,159  $82,150,113   $75,322,030       100.00%
                     --------------------------                                ============  ===========   =========================

                     SUMMARY OF  INVESTMENTS
                     Subordinated Notes                                        $ 41,883,207  $41,942,791   $31,399,441        41.69%
                     Preferred Stock                                              1,626,263    1,626,263             0         0.00
                     Common Stock and Warrants                                   29,588,551   29,588,551    34,930,081        46.37
                     Temporary Investments                                        8,971,138    8,992,508     8,992,508        11.94
                                                                               ------------  -----------   -------------------------

                     TOTAL INVESTMENT IN ENHANCED YIELD INVESTMENTS            $ 82,069,159  $82,150,113   $75,322,030       100.00%
                     ----------------------------------------------            ============  ===========   =========================

                       * Restricted Security
                      ** Restricted Non-income Proddducing Security
                     *** Affiliated Companies
                     (a) Includes receipt of payment-in-kind securities.
                     (b) Non-accrual investment status.
                     (c) Includes capitalized deferred income.
                     (d) Pubicly traded class of securities.
                     (e) Underlying security pubicly traded.

</TABLE>
                             See the Accompanying Notes to Financial Statements.


<PAGE>
<TABLE>
<CAPTION>
               EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
               SUPPLEMENTAL SCHEDULE OF REALIZED GAINS AND LOSSES
                    FOR THE SIX MONTHS ENDED JUNE 30, 1996
                                   (UNAUDITED)

<S>                                               <C>                 <C>              <C>             <C>              <C>
                                                                   PAR VALUE OR
                                                  DATE OF            NUMBER OF        AMORTIZED            NET          REALIZED
SECURITY                                        TRANSACTION           SHARES           COST             PROCEEDS       GAIN (LOSS)

Polaris Pool Systems, Inc.
   Common Stock                                    1/22/96           $         -     $          -     $    87,270 (A) $     87,270

ASR Acquisition Corp.
   Common Stock                                    various               108,241           17,024       1,007,354          990,330

Total Net Realized Gains for the Three
   Months Ended March 31, 1996                                                       $     17,024     $ 1,094,624     $  1,077,600
                                                                                     ============     ===========     ============




Polaris Pool Systems, Inc.
   Common Stock                                    6/03/96                     -     $          -     $    41,949 (A) $     41,949

U.S. Leather Holdings, Inc.
   15% Sr. Sub. Deb.*                              4/09/96           $14,616,000     $ 17,112,740     $ 7,308,000 (B) $ (9,804,740)
   8% Sr. Pref. Stock                              4/09/96              2,986.41        2,024,000               -       (2,024,000)
   Jr. Sub. Pref. Stock                            4/09/96               150,231                -               -                -
   Warrants                                        4/09/96               150,231          186,918               -         (186,918)

Total Net Realized Losses for the Three 
   Months Ended June 30, 1996                                                        $ 19,323,658     $ 7,349,949     $(11,973,709)
                                                                                     ============     ===========     ============
Total Net Realized Losses for the Six
   Months Ended June 30, 1996                                                        $ 19,340,682     $ 8,444,573     $(10,896,109)
                                                                                     ============     ===========     ============


(A) Proceeds represent a distribution to the Retirement Fund from the escrow account.
(B) Proceeds represent fair value of exchange.
 *  Includes Payment-in-Kind Notes.

                                                See the Accompanying Notes to Financial Statements.

</TABLE>


<PAGE>


               EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                 June 30, 1996
                                   (UNAUDITED)

1.  Organization and Purpose

    Equitable  Capital  Partners,  L.P.  (the  "Fund")  was  formed  along  with
Equitable Capital Partners  (Retirement  Fund), L.P. (the "Retirement Fund," and
collectively  with the Fund referred to as the "Funds") and the  Certificates of
Limited  Partnership  were filed  under the  Delaware  Revised  Uniform  Limited
Partnership Act on February 2, 1988. The Funds' operations  commenced on October
13, 1988.

    On July 22,  1993,  Equitable  Capital  Management  Corporation  ("Equitable
Capital"),  formerly the Managing General Partner and investment  adviser of the
Funds,  transferred   substantially  all  of  the  assets  comprising  Equitable
Capital's business to Alliance Capital Management L.P. ("Alliance  Capital") and
its  wholly-owned  subsidiary,  Alliance  Corporate  Finance Group  Incorporated
("Alliance  Corporate").  In  connection  with  such  transaction,  the  limited
partners  (the  "Limited  Partners"),  of  the  Funds  voted  to  approve  a new
investment  advisory agreement between the Funds and Alliance Corporate and also
voted to admit Alliance  Corporate as Managing  General  Partner of the Funds to
succeed Equitable  Capital.  Accordingly,  on July 22, 1993, the closing date of
the  transaction  described  above,  (i) Alliance  Corporate was admitted as the
successor  Managing General Partner of the Funds (ii) Equitable Capital withdrew
from the Funds as Managing  General  Partner and assigned all of its interest as
General  Partner to Alliance  Corporate and (iii) Alliance  Corporate  succeeded
Equitable  Capital  as the  investment  adviser to the Funds  pursuant  to a new
investment advisory agreement.  Alliance Corporate (the "Investment Adviser") is
a registered investment adviser under the Investment Advisers Act of 1940.

    Prior to July 22, 1993,  Equitable  Capital was responsible,  subject to the
supervision of the independent  general partners of the Funds (the  "Independent
General Partners"), for the management of the Funds' investments. As of July 22,
1993,  Alliance  Corporate  assumed  such  responsibilities  in its  capacity as
Managing General Partner and Investment Adviser of the Funds.

    The Funds have elected to operate as business  development  companies  under
the  Investment  Company Act of 1940, as amended.  The Funds seek current income
and capital appreciation potential through investments in  privately-structured,
friendly leveraged acquisitions and other leveraged transactions. The Funds have
pursued this objective by investing  primarily in subordinated  debt and related
equity securities  ("Enhanced Yield Investments") issued in conjunction with the
"mezzanine   financing"  of  friendly   leveraged   acquisitions  and  leveraged
recapitalizations.

    As stated in the Partnership  Agreement,  the Retirement Fund will terminate
on October 13, 1998, subject to the right of the Independent General Partners to
extend  the  term of the  Retirement  Fund  for up to two  additional  one  year
periods,   after  which  the  Retirement   Fund  will  liquidate  any  remaining
investments within five years.


<PAGE>


2.  Significant Accounting Policies

Basis of Accounting

    For financial  reporting  purposes,  the Fund's records are maintained using
the accrual method of accounting.

Valuation of Investments

     Securities  are valued at market or fair  value.  Market  value is used for
securities  for which market  quotations are readily  available.  For securities
without a readily  ascertainable  market value,  fair value is determined,  on a
quarterly  basis, in good faith by the General  Partners of the Retirement Fund.
The total value of securities  without a readily  ascertainable  market value is
$45,913,804  and  $28,806,626  as of  June  30,  1996  and  December  31,  1995,
respectively,  representing  59.3% and 32.4% of total assets,  respectively.  In
connection with such determination, the Managing General Partner has established
a valuation  committee  comprised of senior  executives to assess the Retirement
Fund's portfolio and make recommendations  regarding the value of the Retirement
Fund's  portfolio  securities.  This valuation  committee uses available  market
information and appropriate valuation  methodologies.  In addition, the Managing
General  Partner has retained  Arthur D. Little,  Inc., a nationally  recognized
independent valuation consultant, to review such valuations.

    For privately  issued  securities  in which the  Retirement  Fund  typically
invests,  the fair value of an  investment  is its initial  cost,  adjusted  for
amortization of discount or premium and as subsequently  adjusted to reflect the
occurrence of significant developments. "Significant developments" are business,
economic or market events that may affect a company in which an  investment  has
been made or the securities comprising such investment. For example, significant
developments  that could  result in a writedown  in value  include,  among other
things,  events  of  default  with  respect  to  payment  obligations  or  other
developments indicating that a portfolio company's performance may fall short of
acceptable  levels.  A writeup in value of an investment could take place when a
significant favorable development occurs, such as a transaction representing the
partial sale of an  investment  that would result in a capital  gain, or company
performance exceeding expected levels on a sustained basis. Although the General
Partners  use  their  best  judgment  in  determining  the fair  values of these
investments, there are inherent limitations in any valuation technique involving
securities of the type in which the Retirement Fund invests. Therefore, the fair
values presented  herein are not necessarily  indicative of the amount which the
Retirement Fund could realize in a current transaction.

    Temporary  Investments  with  maturities  of 60 days or less are  valued  at
amortized cost, which  approximates  market value.  Temporary  Investments which
mature in more than 60 days, for which market quotations are readily  available,
are valued at the most recent bid price or the equivalent  quoted yield obtained
from one or more of the market makers.

    Interest Receivable on Investments

    Investments will generally be placed on non-accrual status in the event of a
default  (after  applicable  grace period  expires) or if the  Managing  General
Partner  determines  that  there  is no  reasonable  expectation  of  collecting
interest.


<PAGE>



    Payment-In-Kind Securities

    All  payment-in-kind  securities  received in lieu of cash interest payments
from the  Retirement  Fund's  portfolio  companies  are  recorded at face value,
unless the  Managing  General  Partner  determines  that there is no  reasonable
expectation of collecting the full principal amounts of such securities.

    Income Taxes

    No provision  for income taxes has been made since all income and losses are
allocated to the Retirement Fund's partners  ("Partners") for inclusion in their
respective tax returns.

    Investment Transactions

    Enhanced Yield Investments - The Retirement Fund records transactions on the
date on which it  obtains  an  enforceable  right to demand  the  securities  or
payment thereof.

    Temporary  Investments - The  Retirement  Fund records  transactions  on the
trade date.

    Realized  gains and losses on  investments  are  determined  on the basis of
specific identification for accounting and tax purposes.

    Sales, Marketing and Offering Expenses and Sales Commissions

    Sales  commissions and selling discounts have been allocated to the specific
Partners' accounts to which they are applicable.  Sales,  marketing and offering
expenses are  allocated  between the Funds in  proportion to the number of units
issued  by  each  Fund  and to the  Partners  in  proportion  to  their  capital
contributions.

3.  Note Receivable

     On July 22, 1993,  pursuant to the terms of the  Retirement  Fund's Amended
and  Restated  Agreement  of Limited  Partnership,  Alliance  Corporate,  as the
successor  Managing  General  Partner of the Retirement  Fund, has contributed a
non-interest  bearing  promissory note (the "Note") to the Retirement Fund in an
aggregate  amount equal to 1.01% of the aggregate Net Capital  Contributions  of
all Limited Partners (less distributions  representing returns of capital).  Net
Capital  Contributions  are comprised of gross offering  proceeds,  after giving
effect  to  volume   discounts   (and  after   netting  of  sales   commissions,
organization,  offering  and sales and  marketing  expenses),  less  returns  of
capital  distributed to Limited  Partners.  The principal  amount of the Note is
reduced   proportionally   as  such  Limited  Partners   receive   distributions
representing  additional returns of capital. Such distributions received for the
six months ended June 30, 1996, resulted in a $39,275 reduction of the principal
amount of the Note. The promissory  note of Equitable  Capital was canceled upon
the contribution of Alliance Corporate's Note.

4.  Capital Contributions

    On October 13, 1988, the Retirement  Fund closed the initial public offering
of its units of Limited Partner  interests  ("Units").  Equitable  Capital,  the
Retirement Fund's Managing General Partner at that time, accepted  subscriptions
for 221,072 Units and admitted 26,304 Limited Partners.

    The Limited Partners' total capital  contributions were $220,848,730,  after
giving  effect to volume  discounts  allowed of  $223,270.  Equitable  Capital's
aggregate  capital  contribution  was in the  form of a  promissory  note in the
principal amount of $2,051,783.  On July 22, 1993,  Equitable Capital's note was
canceled and Alliance Corporate,  as successor Managing General Partner,  made a
capital  contribution  in the  form  of a  promissory  note,  on such  date,  as
described  in Note  3.  Sales,  marketing  and  offering  expenses  and  selling
commissions  have  been  charged  against  proceeds  resulting  in  net  capital
contributed by Limited Partners of $203,146,793.

    Allocation of income,  loss and distributions of cash are made in accordance
with the Partnership Agreement as further discussed in Note 11.
<PAGE>

5.  Sales, Marketing and Offering Expenses and Sales Commissions

    The Retirement  Fund expended a total of $416,052 for the  reimbursement  of
sales and marketing  expenses.  Aggregate  sales and  marketing  expenses of the
Funds may not exceed $2,528,415 or 0.5% of the aggregate  capital  contributions
and were allocated  proportionately  to the number of Units issued by each Fund.
Aggregate sales and marketing expenses for the Funds totaled $951,683.

    The Retirement Fund also paid $1,627,385 for the  reimbursement  of offering
expenses.  These expenses, along with the offering expenses of Equitable Capital
Partners,  L.P.  and the  organizational  expenses of the Funds,  may not exceed
$6,000,000. Aggregate offering and organizational expenses for the Funds totaled
$4,711,806 as of June 30, 1996.

    For their  services  as  selling  agent,  the  Retirement  Fund  paid  sales
commissions to Merrill Lynch, Pierce,  Fenner & Smith Incorporated in the amount
of  $15,251,770,  of  which  Equico  Securities  Corporation,  an  affiliate  of
Equitable Capital, a related party, received $168,150 as a selected dealer.

6.  Investment Advisory Fee

    As of July 22,  1993,  Alliance  Corporate  has been  receiving  a quarterly
Investment  Advisory  Fee, at the annual rate of 1.0% of the  Retirement  Fund's
Available Capital, with a minimum annual payment of $2,000,000  collectively for
the  Funds,  less  80%  of  commitment,   transaction,  investment  banking  and
"break-up"  or  other  fees  related  to  the  Retirement   Fund's   investments
("Deductible  Fees").  Available  Capital is defined as the sum of the aggregate
Net Capital  Contributions of the Partners less the cumulative amount of returns
of capital  distributed to Partners and realized losses from investments.  Since
becoming the successor Managing General Partner of the Retirement Fund, Alliance
Corporate has not received any Deductible Fees.  Alliance Corporate is a related
party of the Retirement Fund.

     The Investment  Advisory Fee is calculated and paid quarterly,  in advance.
The  Investment  Advisory  Fees paid by the  Retirement  Fund for the six months
ended June 30,  1996 and 1995 were  $448,844  and  $548,531,  respectively.  The
decrease  from 1995 to 1996  Investment  Advisory  Fees is due  primarily to the
return of capital to Limited  Partners,  which  reduced  the  Retirement  Fund's
Available Capital, on which the Investment Advisory Fee is based.



<PAGE>


7.  Fund Administration Fee and Expenses

     As compensation  for its services during the fourth through seventh year of
operation  of  the  Funds,  ML  Fund  Administrators,  Inc.  ("MLFAI"),  as  the
Retirement Fund  administrator,  is entitled to receive from the Funds an annual
amount equal to the greater of the (i) Minimum Fee and (ii) the Funds'  prorated
proportion  (based on the  number of Units  issued by the Funds) of 0.45% of the
excess of the aggregate  net offering  proceeds of the Units issued by the Funds
over 50% of the aggregate amount of capital  reductions of the Funds (subject to
an  annual  maximum  of $3.2  million).  The  Minimum  Fee is 1.0% of the  gross
offering  price  of Units in the  Funds,  but not  greater  than  $500,000.  The
Retirement Fund Administration Fee is calculated and paid quarterly, in advance.
The Retirement Fund  Administration Fees paid by the Retirement Fund for the six
months ended June 30, 1996 and 1995 were $329,748 and $380,457, respectively.

     In addition to the Retirement Fund Administration Fee, MLFAI is entitled to
receive reimbursement for a portion of direct out-of-pocket expenses incurred in
connection with the administration of the Retirement Fund, commencing on October
13, 1992. For the six months ended June 30, 1996 and 1995,  the Retirement  Fund
incurred  Administrative  expenses of $87,530 and $72,273,  respectively,  which
consisted primarily of printing,  audit and tax return preparation and custodian
fees paid for by MLFAI on behalf of the Retirement Fund.

8.  Independent General Partners' Fees and Expenses

    As compensation  for their  services,  each  Independent  General Partner is
entitled to a $30,000 annual fee (payable quarterly) from the Retirement Fund in
addition  to  $500  for  each  meeting  attended  and   reimbursement   for  any
out-of-pocket  expenses.  In accordance with the Retirement  Fund's  Partnership
Agreement,  the amount of the annual fee is reviewed annually by the Independent
General Partners.

     For the six  months  ended  June 30,  1996 and 1995,  the  Retirement  Fund
incurred $94,120 and $87,564,  respectively,  of Independent  General  Partners'
Fees and Expenses.

9.  Related Party Transactions

     For the six months ended June 30, 1996, the  Retirement  Fund paid expenses
of $8,044 as  reimbursement  for  amounts  paid for legal  services  provided by
Equitable  Life  in  connection  with  the  Retirement   Fund's  Enhanced  Yield
Investments.  For the six  months  ended  June 30,  1995,  the  Retirement  Fund
incurred  expenses of $4,842 as  reimbursement  for legal  services  provided by
Equitable  Life  in  connection  with  the  Retirement   Fund's  Enhanced  Yield
Investments.  The  Retirement  Fund is paying  Alliance  Corporate an Investment
Advisory  Fee for its  services  as  described  in  Note  6.  Additionally,  the
Retirement Fund paid sales commissions to Equico Securities, a related party, as
described in Note 5.



<PAGE>
10. Investment Transactions

    The Retirement  Fund is invested  primarily in Enhanced  Yield  Investments,
also known in the securities industry as "high yield securities". The securities
in which the Retirement  Fund has invested were issued in  conjunction  with the
mezzanine financing of privately  structured,  friendly leveraged  acquisitions,
recapitalizations and other leveraged financings,  and are generally linked with
an equity  participation.  Enhanced  Yield  Investments  are debt and  preferred
equity securities that are unrated or are rated by Standard & Poor's Corporation
as BB or lower and by Moody's Investor  Services,  Inc. as Ba or lower.  Risk of
loss upon default by the issuer is  significantly  greater with  Enhanced  Yield
Investments  than  with  investment  grade  securities  because  Enhanced  Yield
Investments  are  generally  unsecured  and  are  often  subordinated  to  other
creditors  of the  issuer.  Also,  these  issuers  usually  have high  levels of
indebtedness  and are more sensitive to adverse economic  conditions,  such as a
recession or increasing  interest rates, than investment grade issuers.  Most of
these  securities are subject to resale  restrictions  and generally there is no
quoted market for such securities.

    Although the  Retirement  Fund cannot  eliminate its risks  associated  with
participation in Enhanced Yield Investments,  it has established risk management
policies.  The Retirement Fund subjects each prospective  investment to rigorous
analysis, and will make only those investments that have been recommended by the
Managing  General  Partner  and  that  meet  the  Retirement  Fund's  investment
guidelines  or that have  otherwise  been  approved by the  Independent  General
Partners.  The  Retirement  Fund  investments  are  measured  against  specified
Retirement Fund investment and performance guidelines.  To limit the exposure of
the Retirement  Fund's capital in any single issuer,  the Retirement Fund limits
the amount of its investment in a particular  issuer.  The Retirement  Fund also
continually  monitors  portfolio  companies  in  order  to  minimize  the  risks
associated with participation in Enhanced Yield Investments.

     On June 3, 1996,  the  Retirement  Fund  received  additional  proceeds  of
$41,949 from Polaris Pool Systems,  Inc. The money represents  proceeds from the
sale of the  investments  from  prior  years  that have been held in escrow  for
future  adjustments and expenses not paid on the sale dates. The amount received
will be distributed to Limited Partners of record as of June 3, 1996.

     During the three months ended June 30, 1996, the Retirement Fund received a
total of $118,250 from Western Pioneer, Inc. as principal paydowns of the senior
notes held by the Retirement  Fund. No gain, loss or income has been recorded on
this  transaction and the amount will be distributed as return of capital to the
Limited Partners.

     On April 9, 1996, the Equitable investors foreclosed on the common stock of
United States Leather Holdings,  Inc. All securities held by the Retirement Fund
have been  surrendered  and  cancelled in exchange  for 621.90  shares of common
stock in Leather  U.S.,  Inc.  The  shares  will have a cost basis of 50% of the
original par value of the 15% senior debentures surrendered.

     On May 8, 1996, the Retirement Fund received  dividend income of $1,852,198
from Bank United Corp. 

     As of June 30, 1996, the Retirement  Fund had  investments in seven Managed
Companies (a Managed  Company is one to which the Retirement  Fund, the Managing
General  Partner or other persons in the Retirement  Fund's  investor group make
significant  managerial  assistance  available) and six Non-Managed Companies (a
Non-Managed  Company is one to which such  assistance is not provided)  totaling
$73,098,021 (including $422,439 capitalized cost of payment-in-kind securities),
consisting of $41,883,207 in senior notes and subordinated notes,  $1,626,263 in
preferred  stock and  purchase  warrants  and  $29,588,551  in common  stock and
purchase warrants.
<PAGE>
11. Allocation of Profits and Losses

    Pursuant to the terms of the Partnership  Agreement,  net investment  income
and gains and losses on investments are generally allocated between the Managing
General  Partner  and the  Limited  Partners  based upon cash  distributions  as
follows:

    first,  99% to the Limited  Partners and 1% to the Managing  General Partner
    until the Limited Partners have received a cumulative priority return of 10%
    non-compounded  on an annual basis on their  investments  in Enhanced  Yield
    Investments;

    second,  70% to the Limited Partners and 30% to the Managing General Partner
    until the Managing General Partner has received 20% of all current and prior
    distributions on such investments;

    and thereafter, 80% to the Limited Partners and 20% to the Managing
    General Partner.

    For the six months ended June 30, 1996,  earnings were  allocated 99% to the
Limited Partners, as a class, and 1% to the Managing General Partner.

12. Unrealized Appreciation/Depreciation and Non-Accrual of Investments

     For the six months ended June 30, 1996,  the  Retirement  Fund recorded net
unrealized  appreciation on Enhanced Yield Investments of $8,471,593 as compared
to $4,466,371 of unrealized depreciation for the six months ended June 30, 1995.
Such  appreciation  was the result of  adjustments in value made with respect to
the following investments during the six months ended June 30, 1996:

     The amount includes the reversal of $9,878,056,  $2,024,000 and $186,918 of
unrealized  depreciation of U.S.  Leather  Holdings,  Inc.  senior  subordinated
notes, senior subordinated  preferred stock and non-voting common stock purchase
warrants,  respectively,  due to a restructuring  on April 9, 1996. On March 31,
1996, U.S. Leather  Holdings,  Inc. 15% Senior  Subordinated  Notes were written
down from 60% to 50% of par, resulting in unrealized  depreciation of $1,439,686
to the Retirement Fund.

     On March 31, 1996,  Pergament  Home Centers,  Inc. Class B Common Stock was
written down from 25% of cost to zero,  resulting in unrealized  depreciation of
$1,683,000.  On June 30, 1996, Pergament Home Centers, Inc. Floating Rate Demand
Note  was  written  down  from  100%  to 75% of  par,  resulting  in  unrealized
depreciation of $635,800 to the Retirement Fund.

     On March 31, 1996, RI Holdings, Inc. senior subordinated notes were written
down to 30% of par,  resulting in unrealized  depreciation  of $1,056,772 to the
Retirement Fund. On May 1, 1996, the Retirement Fund received  additional shares
of  Class B  Common  Stock  from RI  Holdings.  The  Retirement  Fund  exchanged
outstanding  debt for the new  common  stock  issued,  resulting  in  unrealized
depreciation of $670 to the Retirement Fund. On June 30, 1996, RI Holdings, Inc.
senior subordinated notes were written down from 30% to 15% of par, resulting in
unrealized depreciation of $1,801,739 to the Retirement Fund.

     Due to an increase in the quoted market price of the Lexmark  International
Group,  Inc.  common  stock,  the  Retirement  Fund  recorded  total  unrealized
appreciation  of $1,689,913  at June 30, 1996.  The equity was valued at 100% of
the closing market price at June 30, 1996, as compared to 90% at March 31, 1996,
resulting in unrealized appreciation of $2,015,378 to the Retirement Fund.

     Due to an increase in the quoted market price of the Ampex  Recording Media
Corp.  Class A  Common  Stock  Warrants,  the  Retirement  Fund  recorded  total
unrealized  appreciation  of $118,411 at June 30, 1996. The equity was valued at
80%  of  the  closing  market  price  at  June  30,  1996,  due  to  contractual
restrictions on resale.

     On March 31, 1996, Apollo Radio common stock was written up, pending a cash
distribution  expected  in the  second  half of 1996,  resulting  in  unrealized
appreciation of $231,672 to the Retirement Fund.

    Due to the sale of the Class B Common Stock  investment  in ASR  Acquisition
Corp. in March 1996,  the Retirement  Fund reversed the unrealized  appreciation
recorded of $835,374.

     On June 30, 1996, Tulip Holding Corporation subordinated notes were written
down from 5% of par to zero, resulting in unrealized depreciation of $219,714 to
the Retirement Fund.
<PAGE>
The following  investments have been on non-accrual  status as of the respective
dates:

     MTI Holdings, Inc. 5%
      Senior Secured Note                  October 1, 1995
    Western Pioneer, Inc. 10%
      Senior Subordinated Note             November 30, 1994
    RI Holdings, Inc. 16%
      Senior Subordinated Notes            April 25, 1994
    Tulip Holding, Corp. 14.5% and 16.5%
      Subordinated Notes                   January 1, 1994


    Alliance  Corporate  continues to monitor the  Retirement  Fund's  portfolio
closely.  As a matter of standard  procedure,  Alliance  Corporate  reviews each
portfolio company's financial statements at least quarterly,  and often monthly.
Investment managers routinely review and discuss financial and operating results
with the companies' management and equity sponsors, and attend periodic board of
directors meetings, as appropriate.  In some cases, Alliance Corporate officers,
acting on behalf of the Funds,  serve as  directors  on the boards of  portfolio
companies. When problems arise, communication with management and sponsors often
occurs on a daily basis.

13. Income Taxes

    No provision  for income taxes has been made since all income and losses are
allocated to the Retirement  Fund's  partners for inclusion in their  respective
tax returns.

    Pursuant to Statement of Financial Accounting Standards No. 109 - Accounting
for Income Taxes,  the  Retirement  Fund is required to disclose any  difference
between the tax bases of the Retirement Fund's assets and liabilities versus the
amounts reported in the Financial  Statements.  Generally,  the tax bases of the
Retirement Fund's assets  approximate the amortized cost amounts reported in the
Financial  Statements.  This amount is computed  annually  and as of December 31
1995, the tax basis of the Retirement Fund's assets was greater than the amounts
reported  in  the  Financial  Statements  by  $38,950,769.  This  difference  is
primarily  attributable to unrealized  depreciation on investments which has not
been  recognized  for tax purposes.  Additionally,  certain  realized  gains and
losses due to restructurings  were treated differently for tax purposes than for
financial reporting purposes.

14. Subsequent Events

     On August 7, 1996, the Independent  General Partners  approved an aggregate
cash  distribution  of $2,774,079 for the three months ended June 30, 1996 which
was paid on August 14, 1996 to the Limited Partners.  The amount  distributed to
Limited Partners on record as of June 30, 1996 was $2,747,925 or $12.43 per Unit
(of which $117,168 is capital returned from investments in the second quarter of
1996). On a per Unit basis, this distribution to Limited Partners includes $0.19
of  realized  gains,  $11.71 of income  from  operations  and $0.53 of return of
capital.  The Managing General  Partner's one percent  allocation of $27,757 was
reduced by its one percent  allocation  of realized  gains and capital  returned
from  investments  during the second  quarter of 1996, of $1,603 (which is being
held as a Deferred  Distribution Amount pursuant to the Partnership  Agreement),
resulting in a net distribution to the Managing General Partners of $26,154.

     On June 18, 1996,  USAT  Holdings  Inc.  (since  renamed Bank United Corp.)
filed a Form  S-1  Registration  Statement  with  the  Securities  and  Exchange
Commission  to sell  shares of its  Class A Common  Stock in an  initial  public
offering.  The shares to be sold would  consist of both new shares to be iss ued
by the company as well as shares held by certain of its  existing  shareholders,
including  the Fund.  After giving effect to an 1,800 to 1 stock split that also
took place in that  month,  the Fund held an  aggregate  534,600  shares of Bank
United  common  stock.  The public  offering of an aggregate  12,075,000  shares
occurred in the first half of August 1996 and the Fund sold 102,197 share (19.1%
of  its  total  holdings)  in the  offering  and  through  the  exercise  by the
underwriters of their  over-allotment  ("green shoe") option.  All of the shares
that were  sold  were sold at a gross  price  (i.e.,  before  fees and  expenses
payable by the selling  shareholder)  of $20.00 per share,  approximately  three
times their original  cost.  (The detailed  financial and accounting  effects of
this  transaction  will be presented in the Fund's  report for the quarter ended
September  30,  1996.)  The  remaining  shares of common  stock held by the Fund
(432,403   shares)  are  subject  to  a  180-day  lock-up   agreement  with  the
underwriters,  during which period the Fund cannot sell any of these shares. The
shares of Bank United Corp.  Class A Common Stock are listed on the NASDAQ under
the symbol "BNKU". The company anticipates paying quarterly cash dividends.
<PAGE>
Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of Operations

    Liquidity and Capital Resources

    Net Proceeds of Offering

    On October 13,  1988,  the  Retirement  Fund  completed  the initial  public
offering of Units,  admitting  26,304  Limited  Partners who  purchased  221,072
Units.  The net proceeds  available for investment by the Retirement  Fund after
such offering less return of capital to Limited Partners were $181,514,467 after
volume discounts,  sales  commissions and  organizational,  offering,  sales and
marketing expenses.

    Investments

     As of June 30, 1996, the  Retirement  Fund had a total of 13 Enhanced Yield
Investments at a net cost of $73,098,021 (inclusive of the receipt of securities
having a capitalized cost of $422,439  received as  payment-in-kind  interest on
certain Enhanced Yield Investments).

    Proceeds from Investments

    During the six months  ended June 30, 1996,  the  Retirement  Fund  received
proceeds from the following investments:

     On January 10 and June 3, 1996,  the  Retirement  Fund received  additional
proceeds of $87,270 and $41,949,  respectively,  from Polaris Pool Systems, Inc.
The money represents  proceeds from the sale of the investments from prior years
that have been held in escrow for future  adjustments  and  expenses not paid on
the sale dates.  

    During the six months ended June 30, 1996,  the  Retirement  Fund received a
total of $236,500  and  $146,632  from Western  Pioneer,  Inc. and U.S.  Leather
Holdings, Inc., respectively,  as principal paydowns of the senior notes held by
the  Retirement  Fund.  No  gain,  loss or  income  has been  recorded  on these
transactions.

    During March 1996,  the Retirement  Fund sold its remaining ASR  Acquisition
Corp. common stock for $1,007,354 and recognized a gain of $990,330 on the sale.

     On May 8, 1996, the Retirement Fund received  dividend income of $1,852,198
from Bank United Corp. 

     All  proceeds  received  have been  distributed  on May 14, 1996 or will be
distributed on August 14, 1996.

    For additional  information,  refer to the Supplemental Schedule of Realized
Gains and Losses and Note 10 to the Financial Statements.

     The Retirement  Fund's Enhanced Yield  Investments are typically  issued in
private  placement  transactions  and are  subject  to certain  restrictions  on
transfer, and are thus relatively illiquid. The balance of the Retirement Fund's
assets at the end of the period covered by this report was invested in Temporary
Investments,  comprised of commercial  paper with  maturities of less than sixty
days.

    The  Retirement  Fund,  which is designed for tax-exempt  investors,  is not
permitted to borrow to finance  investments.  The Partnership  Agreement imposes
certain limits on the use of proceeds from the  disposition  of investments  for
reinvestments.


<PAGE>
    All cash  dividends,  interest and other income  received by the  Retirement
Fund in excess of expenses of  operation  and  reserves for expenses and certain
investments  and  liabilities  are  distributed  to the Limited  Partners of the
Retirement  Fund and to Alliance  Corporate,  as the Managing  General  Partner,
within 45 days after the end of each  calendar  quarter.  Before each  quarterly
cash  distribution,  the  Retirement  Fund will  analyze the then  current  cash
projections  and  determine  the  amount  of any  additional  reserves  it deems
necessary.

    Participation in Enhanced Yield Investments

    The Retirement  Fund is invested  primarily in Enhanced  Yield  Investments,
also known in the securities industry as "high yield securities". The securities
in which the Retirement  Fund has invested were issued in  conjunction  with the
mezzanine financing of privately  structured,  friendly leveraged  acquisitions,
recapitalizations and other leveraged financings,  and are generally linked with
an equity  participation.  Enhanced  Yield  Investments  are debt and  preferred
equity securities that are unrated or are rated by Standard & Poor's Corporation
as BB or lower and by Moody's Investor  Services,  Inc. as Ba or lower.  Risk of
loss upon default by the issuer is  significantly  greater with  Enhanced  Yield
Investments  than  with  investment  grade  securities  because  Enhanced  Yield
Investments  are  generally  unsecured  and  are  often  subordinated  to  other
creditors  of the  issuer.  Also,  these  issuers  usually  have high  levels of
indebtedness  and are more sensitive to adverse economic  conditions,  such as a
recession or increasing  interest rates, than investment grade issuers.  Most of
these securities are subject to resale  restrictions,  and generally there is no
quoted market for such securities.

    Although the  Retirement  Fund cannot  eliminate its risks  associated  with
participation in Enhanced Yield Investments,  it has established risk management
policies.  The Retirement Fund subjects each prospective  investment to rigorous
analysis,  and makes only those  investments  that have been  recommended by the
Managing  General  Partner  and  that  meet  the  Retirement  Fund's  investment
guidelines  or that have  otherwise  been  approved by the  Independent  General
Partners.

    The Retirement Fund  investments are measured against  specified  Retirement
Fund  investment  and  performance  guidelines.  To limit  the  exposure  of the
Retirement  Fund's capital in any single issuer,  the Retirement Fund limits the
amount of its  investment  in a  particular  issuer.  The  Retirement  Fund also
continually  monitors  portfolio  companies  in  order  to  minimize  the  risks
associated with participation in Enhanced Yield Investments.

    Results of Operations

     For the three and six months ended June 30,  1996,  net  investment  income
increased by  $1,228,962  and  $486,902,  respectively,  as compared to the same
periods  in 1995.  Net  investment  income is  comprised  of  investment  income
(primarily interest and discount income) offset by expenses. The increase in the
1996 net investment income versus the comparative  periods in 1995, reflects the
increase in dividend income (excluding temporary  investments)  partially offset
by the decrease in  Investment  Advisory Fees and Fund  Administration  Fees and
Expenses.

     For the three and six months ended June 30, 1996, the  Retirement  Fund had
investment  income of $3,037,250 and  $4,192,733,  respectively,  as compared to
$1,872,689  and  $3,834,469,  respectively,  for the same  periods in 1995.  The
increase in 1996  investment  income of 9% was  primarily due to an increase in
dividend income  partially  offset by a decrease in the amount of accrual status
debt  securities  held by the Retirement Fund due to the sales and repayments of
Enhanced Yield Investments.
<PAGE>
     The  Retirement  Fund  incurred  expenses of $493,843  and $981,401 for the
three  and six  months  ended  June  30,  1996,  as  compared  to  $558,244  and
$1,110,039, respectively, for the same periods in 1995. The decrease in the 1996
expenses of $128,638  was  primarily  due to a decrease in  Investment  Advisory
Fees,  Fund  Administration  Fees and Expenses  paid and the  Professional  Fees
incurred by the Retirement Fund. The Retirement Fund's major expenses consist of
the  Investment  Advisory  Fee,  the Fund  Administration  Fees and  Independent
General Partners' Fees and Expenses.

     The Retirement  Fund  experienced an increase in net assets  resulting from
operations for the six months ended June 30, 1996 in the amount of $786,816,  as
compared to a decrease of $1,701,187  for the  comparative  period in 1995.  The
increase in net assets for the six months  ended June 30, 1996 is  comprised  of
net investment income of $3,211,332,  net realized losses of $10,896,109  offset
by a net change in unrealized  appreciation  of  $8,471,593.  For the comparable
period in 1995,  the  decrease  in net assets was  comprised  of net  investment
income of  $2,724,430,  net realized  gains of $40,754 offset by a net change in
unrealized  depreciation  of  $4,466,371  (see  Statements  of Operations in the
Financial Statements).

     For the three  months  ended June 30, 1996 and 1995,  the  Retirement  Fund
incurred  Investment Advisory Fees of $212,692 and $253,539,  respectively.  For
the six months  ended  June 30,  1996 and 1995,  the  Retirement  Fund  incurred
Investment Advisory Fees of $448,844 and $548,531,  respectively,  (as described
in Note 6 to the Financial Statements).  The decrease in the Investment Advisory
Fees is due to a decrease in the Retirement Fund's Available  Capital,  on which
the Investment  Advisory Fee is based,  resulting  primarily from redemptions of
debt  obligations held by the Retirement Fund (which is a component of Available
Capital).

     The Retirement Fund  Administration Fees and Expenses (as described in Note
7 to the Financial Statements) for the three months ended June 30, 1996 and 1995
were $231,706 and $250,752,  respectively  and for the six months ended June 30,
1996 and 1995 were $417,278 and $452,730,  respectively.  The decrease from 1995
to 1996 of  $35,452 is  primarily  due to a decrease  in the  Retirement  Fund's
Available  Capital on which the  Retirement  Fund  Administration  Fee is based,
resulting  primarily from redemptions of debt obligations held by the Retirement
Fund  (which is a  component  of  Available  Capital).  In  accordance  with the
Partnership   Agreement,   beginning  in  October  1996,  the  Retirement   Fund
Administration  Fee will  change to an annual fee of  $100,000  plus 100% of all
direct  out-of-pocket  expenses incurred by the Retirement Fund Administrator on
behalf of the Retirement Fund.

     Independent  General Partners' Fees and Expenses incurred for the three and
six months ended June 30, 1996 and 1995, were $45,517 and $94,120, respectively,
and $42,179 and $87,564, respectively.

     The Retirement Fund incurred Professional Fees of $1,128 and $7,303 for the
three and six  months  ended  June 30,  1996,  respectively.  Professional  Fees
incurred  for the same  periods in 1995 were $8,093 and  $17,533,  respectively.
(See Note 9 to the Financial Statements).

    Unrealized Appreciation/Depreciation and Non-Accrual of Investments

    The General Partners of the Retirement Fund determine, on a quarterly basis,
the fair value of the Retirement Fund's portfolio  securities that do not have a
readily  ascertainable  market value.  They are assisted in connection with such
determination by the Managing General Partner, which has established a valuation
committee  comprised  of senior  executives  to  assess  the  Retirement  Fund's
portfolio  and  make  recommendations  regarding  the  value  of  its  portfolio
securities.  This  valuation  committee uses available  market  information  and
appropriate valuation  methodologies.  In addition, the Managing General Partner
has  retained  Arthur D.  Little,  Inc.,  a  nationally  recognized  independent
valuation consultant, to review such valuations.
<PAGE>
    For privately  issued  securities  in which the  Retirement  Fund  typically
invests,  the fair value of an  investment  is its initial  cost,  adjusted  for
amortization of discount or premium and as subsequently  adjusted to reflect the
occurrence of significant developments. "Significant developments" are business,
economic or market events that may affect a company in which an  investment  has
been made or the securities comprising such investment. For example, significant
developments  that could result in a write-down  in value  include,  among other
things,  events  of  default  with  respect  to  payment  obligations  or  other
developments indicating that a portfolio company's performance may fall short of
acceptable  levels. A write-up in value of an investment could take place when a
significant favorable development occurs, such as a transaction representing the
partial  sale of an  investment  that would  result in a capital gain or company
performance exceeding expected levels on a sustained basis.

    Although the General  Partners use their best  judgment in  determining  the
fair value of these investments, there are inherent limitations in any valuation
technique involving securities of the type in which the Retirement Fund invests.
Therefore,  the fair values presented  herein are not necessarily  indicative of
the amount which the Retirement Fund could realize in a current transaction.

     For the six months ended June 30, 1996,  the  Retirement  Fund recorded net
unrealized  appreciation on Enhanced Yield Investments of $8,471,593 as compared
to $4,466,371 of unrealized depreciation for the six months ended June 30, 1995.
The change in  unrealized  appreciation  was  primarily the result of unrealized
depreciation in RI Holdings, Inc., Pergament Home Centers, Inc. and U.S. Leather
Holdings, Inc., the reversal of unrealized appreciation in ASR Acquistion Corp.,
offset by  unrealized  appreciation  in Lexmark  International  Group,  Inc. and
Apollo Radio Holding Co., Inc.

     The  following  investments  have  been  on  non-accrual  status  as of the
respective dates:

    MTI Holdings, Inc. 5%
      Senior Secured Note                  October 1, 1995
    Western Pioneer, Inc. 10%
      Senior Subordinated Note             November 30, 1994
    RI Holdings, Inc. 16%
      Senior Subordinated Notes            April 25, 1994
    Tulip Holding, Corp. 14.5% and 16.5%
      Subordinated Notes                   January 1, 1994

    Alliance  Corporate  continues to monitor the  Retirement  Fund's  portfolio
closely.  As a matter of standard  procedure,  Alliance  Corporate  reviews each
portfolio company's financial statements at least quarterly,  and often monthly.
Investment managers routinely review and discuss financial and operating results
with the companies' management and equity sponsors, and attend periodic board of
directors meetings, as appropriate.  In some cases, Alliance Corporate officers,
acting on behalf of the Funds,  serve as  directors  on the boards of  portfolio
companies. When problems arise, communication with management and sponsors often
occurs on a daily basis.

Realized Gains and Losses on Investments

     For the three and six  months  ended June 30,  1996,  the  Retirement  Fund
recorded net realized losses of $11,973,709 and  $10,896,109,  respectively,  on
transactions  involving three Enhanced Yield Investments.  During the six months
ended  June 30,  1995,  the  Retirement  Fund  recorded  net  realized  gains on
investments of $40,754 on transactions  involving one Enhanced Yield  Investment
(see  Note 10 to the  Financial  Statements  and the  Supplemental  Schedule  of
Realized Gains and Losses).


<PAGE>



                          PART II - OTHER INFORMATION


Items 1 though 5 are  herewith  omitted as the  response  to all items is either
none or not applicable for the June 30, 1996, Form 10-Q.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits:
     Exhibit 27 - Financial Data Schedule for the quarter ending June 30, 1996.

 3.1     Amended and Restated Certificate of Limited Partnership, dated
         as of April 12, 1989*

 4.1     Amended and Restated Agreement of Limited Partnership, dated as
         of October 13, 1988**

10.1     Investment Advisory Agreement, dated July 22, 1993, between
         Registrant and Alliance Corporate Finance Group Incorporated***

10.2     Administrative Services Agreement, dated October 13, 1988, among
         the Registrant, Equitable Capital Management Corporation and
         ML Fund Administrators, Inc.**

*        Incorporated  by reference to the  Retirement  Fund's  Annual Report on
         Form 10-K for the fiscal year ended  December 31, 1989,  filed with the
         Securities and Exchange Commission on March 29, 1990.

**       Incorporated  by reference to the  Retirement  Fund's  Annual Report on
         Form 10-K for the fiscal year ended  December 31, 1988,  filed with the
         Securities and Exchange Commission on March 29, 1989.

***      Incorporated  by reference to the  Retirement  Fund's  Annual Report on
         Form 10-K for the fiscal year ended  December 31, 1993,  filed with the
         Securities and Exchange Commission on March 28, 1994.

(b)  Reports on Form 8-K - None.


<PAGE>


                                SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned,  thereunto duly authorized on the 14th day of August,
1996.

                             EQUITABLE CAPITAL PARTNERS
                             (RETIREMENT FUND), L.P.

                        By:  Alliance Corporate Finance Group,
                             Incorporated, as Managing General Partner

Dated: August 14, 1996   /s/ Frank Savage
                             Frank Savage
                             Title:  Chairman of the Board

Dated: August 14, 1996   /s/ Laura Mah
                             Laura Mah
                             Title:  Vice President and Chief
                                     Accounting Officer



<PAGE>


                                SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  Registrant  has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 14th day of August, 1996.

                             EQUITABLE CAPITAL PARTNERS
                             (RETIREMENT FUND), L.P.

                        By:  Alliance Corporate Finance Group,
                             Incorporated, as Managing General Partner




Dated: August 14, 1996
                             Frank Savage
                             Title:  Chairman of the Board



Dated: August 14, 1996
                             Laura Mah
                             Title:  Vice President and Chief
                             Accounting Officer



<TABLE> <S> <C>

<ARTICLE>         6
<LEGEND>
     This  schedule  contains  summary  information  extracted  from the  second
quarter of 1996 Form 10-Q Balance  Sheets and  Statements of  Operations  and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                                        <C>
<PERIOD-TYPE>                              6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<INVESTMENTS-AT-COST>                       73,098,021
<INVESTMENTS-AT-VALUE>                      66,329,522
<RECEIVABLES>                                2,096,507
<ASSETS-OTHER>                                   2,511
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              77,471,469
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      128,374
<TOTAL-LIABILITIES>                            128,374
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          221,072
<SHARES-COMMON-PRIOR>                          221,072
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    (6,828,082)
<NET-ASSETS>                                77,343,095
<DIVIDEND-INCOME>                            1,852,195
<INTEREST-INCOME>                            2,328,977
<OTHER-INCOME>                                  11,561
<EXPENSES-NET>                                 981,401
<NET-INVESTMENT-INCOME>                      3,211,332
<REALIZED-GAINS-CURRENT>                   (10,896,109)
<APPREC-INCREASE-CURRENT>                    8,471,593
<NET-CHANGE-FROM-OPS>                          786,816
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    8,357,901
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                        3,888,657
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     (11,499,017)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          448,844
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                981,401
<AVERAGE-NET-ASSETS>                        83,092,604
<PER-SHARE-NAV-BEGIN>                           397.08
<PER-SHARE-NII>                                  14.38
<PER-SHARE-GAIN-APPREC>                         (48.79)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                        55.30
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                             345.30
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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