EQUITABLE CAPITAL PARTNERS RETIREMENT FUND LP, 10-K, 1999-03-30

EQUITABLE CAPITAL PARTNERS RETIREMENT FUND LP
10-K, 1999-03-30

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the year ended 01-16532
December 31, 1998 Commission File Number

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

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

1345 Avenue of the Americas
New York, New York 10105
(Address of principal executive offices) (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 ___.

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

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 Annual Report on Form
10-K.

<PAGE>
Part I

Item 1. Business

Formation

Equitable Capital Partners (Retirement Fund), L.P. (the "Retirement Fund"
or the "Registrant") was formed along with Equitable Capital Partners, L.P.
(collectively with the Retirement Fund referred to as the "Funds"). The
Certificates of Limited Partnership were filed under the Delaware Revised
Uniform Limited Partnership Act on February 2, 1988 and the Funds' operations
commenced on October 13, 1988. Following liquidation and winding-up of the
Funds, Certificates of Cancellation of the Certificates of Limited Partnership
were filed by the Funds on January 27, 1999. The Retirement Fund's objective was
to seek current income and capital appreciation potential by investing in
privately structured, friendly leveraged acquisitions and leveraged
recapitalizations. The Retirement Fund pursued this objective by investing
primarily in subordinated debt and related equity securities ("Mezzanine
Investments") issued in conjunction with the "mezzanine financing" of leveraged
acquisitions and leveraged recapitalizations. Mezzanine Investments, follow-on
investments, bridge investments and certain other investments which the
Retirement Fund was permitted to invest in are referred to herein as "Enhanced
Yield Investments."

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 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 the "Managing General
Partner" to succeed Equitable Capital. Accordingly, on July 22, 1993, the
closing date of the transaction described above, Alliance Corporate was admitted
as the successor Managing General Partner of the Funds. Equitable Capital
assigned all of its interest as General Partner to Alliance Corporate. Robert F.
Shapiro, Robert W. Lear, Alton G. Marshall and William G. Sharwell, who are not
affiliated with Alliance Corporate or "interested persons" of the Funds for
purposes of the Investment Company Act of 1940 as amended (the "Investment
Company Act"), served as the Funds' independent general partners (the
"Independent General Partners"). Messrs. Shapiro and Lear served from June 1988
until the Retirement Funds' dissolution, and Mr. Marshall and Dr. Sharwell
served from 1989 until the Retirement Funds' dissolution. The Managing General
Partner is an indirect partially-owned subsidiary of the Equitable Life
Assurance Society of the United States ("Equitable Life") and is a registered
investment adviser under the Investment Advisers Act of 1940, as amended. In
addition, Alliance Corporate was admitted as the successor investment adviser to
the Funds (the "Investment Adviser") pursuant to a new investment advisory
agreement executed as of July 22, 1993 and since such date, was responsible,
subject to the supervision of the Independent General Partners, for the
management of the Funds' investments.

The Retirement Fund elected to operate as a business development company
under the Investment Company Act of 1940, as amended. As such, it was subject to
certain provisions of the Investment Company Act. The Retirement Fund filed Form
N-54C to withdraw its election to be treated as a business development company
on January 27, 1999. The description of the Retirement Fund's investment
objective and policies, its management arrangements and certain provisions of
the Investment Company Act that were applicable to the Retirement Fund during
its term are set forth in the information contained in the Prospectus of the
Retirement Fund, dated July 15, 1988 (the "Prospectus"), filed with the
Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Securities Act"), on July 19,
1988 under the following captions: "Investment Objective and Policies,"
"Management Arrangements" and "Regulation." Such information is incorporated by
reference into this Item 1.

The Funds jointly offered an aggregate of 1,000,000 units of limited
partnership interest ("Units") to investors in a public offering registered
under the Securities Act pursuant to a Registration Statement on Form N-2 (File
No. 33-20093), which was declared effective under the Securities Act by the
Commission on July 15, 1988. Merrill Lynch, Pierce, Fenner & Smith (the
"Agent"), an affiliate of ML Fund Administrators Inc., (the "Fund
Administrator") acted as selling agent for the Units offered by the Retirement
Fund.
<PAGE>
On October 13, 1988, the Retirement Fund issued 221,072 Units to
investors, and Equitable Capital, as Managing General Partner, admitted 26,304
investors as limited partners of the Retirement Fund (the "Limited Partners").
The net proceeds of the offering of such Units to the Retirement Fund was
$205,596,960 after giving effect to volume discounts of $223,270 and the payment
of $15,251,770 in sales commissions to the Agent. Equitable Capital, in its
capacity as Managing General Partner, contributed a demand promissory note in
the principal amount of $2,052,050 as required by the Amended and Restated
Agreement of Limited Partnership, dated as of October 13, 1988 (the "Partnership
Agreement"), pursuant to which the Retirement Fund had been organized. Equitable
Capital reduced this note by $218,504 resulting from actual syndication expenses
paid in excess of original estimates. The public offering has been concluded.

In connection with its organization and offering, the Retirement Fund
incurred $431,479 in organizational expenses and $2,043,437 in offering, sales
and marketing expenses. The organizational expenses were amortized on a
straight-line basis over a sixty month period that commenced on October 13,
1988. Such expenses were fully amortized as of October 31, 1993. The offering,
sales and marketing expenses incurred by the Retirement Fund have been paid and
have been accounted for as a charge to the capital account of the Retirement
Fund's partners. The net proceeds available for investment by the Retirement
Fund after such offering less the return of capital to the Limited Partners of
$65,065,910 equaled $138,066,135.

Investments

As set forth in the Partnership Agreement, the Retirement Fund's investment
period ended on October 12, 1991, three years after the Retirement Fund's
operations commenced. Thereafter, the Retirement Fund was not permitted to
acquire new Enhanced Yield Investments, but was permitted to make follow-on
investments in existing portfolio companies. During the year ended December 31,
1998 and 1997, the Retirement Fund made no follow-on investment.

During the year ended December 31, 1996, the Retirement Fund made a
follow-on investment in one Managed Company at a total cost of $2,232.

The Retirement Fund was liquidated and dissolved as of December 31, 1998,
and as of that date the Retirement Fund had no Enhanced Yield Investments.
During 1998, 1997 and 1996 the Fund receive $4,714,134, $50,807,443 and
$20,659,748, respectively, in principal payments and prepayment relating to
certain Enhanced Yield Investments.

During its term, the Retirement Fund invested in certain temporary
investments, consisting principally of commercial paper with maturities of less
than sixty days. Proceeds that were not invested in Enhanced Yield Investments
or returned to Limited Partners were held in such temporary investments.

Competition

The Retirement Fund has completed its investment period and reinvestment
period and was liquidated and dissolved as of December 31, 1998. The Retirement
Fund liquidated its investments during fiscal year 1998 and, as of December 31,
1998, held no portfolio investments.

Employees

The Retirement Fund has no employees. The Managing General Partner, subject
to the supervision of the Independent General Partners, managed and controlled
the Retirement Fund's investments. Certain officers of Alliance Corporate were
designated as agents of the Retirement Fund with titles corresponding to the
titles of the offices held by such persons with Alliance Corporate. The
Retirement Fund Administrator performed administrative services for the
Retirement Fund on behalf of the Managing General Partner.

Item 2. Properties

The Retirement Fund does not own or lease any physical properties.

Item 3. Legal Proceedings

The Retirement Fund is not party to any material pending legal
proceedings.

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

None.
<PAGE>
Part II

Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters

The Retirement Fund filed Form 15 with the Commission on January 27, 1999
to terminate the registration of the Units under the Securities Exchange Act of
1934.

The Units were illiquid securities and were subject to significant
restrictions on transfer. The information in the Prospectus under the caption
"Transferability of Units" is incorporated in this Item 5 by reference. There
was no established trading market for the Units. The Partnership Agreement
contained restrictions that were intended to prevent the development of a public
market.

The number of holders of Units as of December 31, 1998 was 23,945. The
Managing General Partner held a general partner interest in the Retirement Fund
and did not hold any Units. Pursuant to the terms of the Partnership Agreement,
the Retirement Fund generally made distributions of cash interest, dividends and
other income received from investments in excess of expenses of operation and
reserves for expenses and certain investments and liabilities within 45 days
after the end of each calendar quarter. Net cash receipts representing
cumulative income and gains were distributed as soon as practicable after the
related disposition. Such distributions were allocated among the Managing
General Partner, and the Limited Partners, in general, first 99% to the Limited
Partners and 1% to the Managing General Partner until the Limited Partners
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. The Retirement Fund's distribution procedures are described in
detail in the Prospectus under the caption "Distributions and Allocations"; the
information under such caption is incorporated by reference in this Item 5.

Item 6. Selected Financial Data
For the Years Ended

<S> <C> <C> <C> <C> <C>
December 31, 1998 December 31, 1997 December 31, 1996 December 31, 1995 December 31, 1994
TOTAL FUND INFORMATION: ----------------- ----------------- ----------------- ----------------- -----------------
Cash Distributions to Partners $ 9,965,927(a) $ 65,855,797(c) $19,384,272(d) $26,397,957 $ 30,860,830
Net Assets - 17,402,161 85,429,641 88,842,112 115,578,330
Total Assets - 17,506,475 85,552,314 88,926,178 115,662,552
Net Investment (Loss) Income (1,586,094) 516,140 4,579,169 4,999,345 5,797,964
Net Change in Unrealized
Appreciation (Depreciation)
on Investments 12,791,052 (16,270,956) 18,779,614 (6,915,689) (5,675,676)
Net Realized (Losses)
Gains on Investments (17,990,948) 13,929,328 (7,321,494) 1,744,317 642,557

PER UNIT OF LIMITED
PARTNERSHIP INTEREST:

Cash Distributions $ 45.08(a) $ 297.81(c) $ 87.44(d) $ 119.13 $ 139.31

Cumulative Cash
Distributions 1,305.32(b) 1,260.24 962.43 874.99 755.86
Investment Income 1.25 9.50 29.00 32.00 38.24
Expenses (8.42) 7.19 8.49 (9.62) (12.28)
Net Investment Income (7.17) 2.31 20.51 22.38 24.09
Net Unrealized Appreciation
(Depreciation) on Investments 57.28 (72.86) 84.10 (30.97) (25.42)
Net Realized (Losses) Gains
on Investments (80.57) 62.38 (32.79) 7.81 2.88
Net Asset Value 0 75.47 381.46 397.85 516.98

</TABLE>

(a) Includes Return of Capital of $6,879,760 or $31.12 per LP Unit.
(b) Includes Return of Capital of $587.00 per LP Unit.
(c) Includes Return of Capital of $34,277,214 or $155.05 per LP Unit.
(d) Includes Return of Capital of $6,484,042 or $29.33 per LP Unit.

<PAGE>
Item 7. 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 December 31, 1998, the Retirement Fund had no Enhanced Yield
Investments.

Proceeds from Investments

During the year ended December 31, 1998, the Retirement Fund received the
following proceeds:

During the year ended December 31, 1998, the Retirement Fund received a
total of $161,436 from Pergament Home Centers, Inc. as a principal paydown of
the Floating Rate Demand Note held by the Retirement Fund. No gain, loss or
income was recorded on this transaction.

During the year ended December 31, 1998, the Retirement Fund received
additional proceeds of $48,189 from Polaris Pool Systems, Inc. This represents
proceeds from the sale of the investments from prior years that were held in
escrow for future adjustments and expenses.

During the first quarter ended March 31, 1998, the Retirement Fund sold the
remaining 69,683 shares of Lexmark International Group, Inc. Class B common
stock for $2,801,847 resulting in a gain of $2,337,292 to the Retirement Fund.

During the year ending December 31, 1998, the Retirement Fund sold its MTI
Holdings, Inc. 12% Senior Secured Note, common stock and warrants for $608,495
and realized a gain of $373,234 on the sale.

On June 17, 1998, the Fund sold $278,384 par value of R&S/Strauss, Inc. 15%
Senior Subordinated Note for $36,470 resulting in a loss of $241,914.

On July 24, 1998, the Fund sold its Pergament Home Centers, Inc. Floating
Rate Demand Note , Class B and Class C common stocks for $448,800 resulting in a
loss of $8,404,160 to the Fund.

On September 15, 1998, the Fund sold its Western Pioneer, Inc. 10% Senior
Subordinated Note and common stock purchase warrants for $275,000 resulting in a
loss of $378,289 to the Fund.

On October 7, 1998, the Fund sold its Leather U.S., Inc. common stock for
$124,380 resulting in a loss of $7,183,620 to the Fund.

On November 5, 1998, the Fund sold its remaining portion of R&S/Strauss,
Inc. 15% Senior Subordinated Note for $18,559 resulting in a loss of $1,828,057
to the Fund.

On December 22, 1998, the Fund sold its Quantegy Acquisition Corp. common
stock for $8,667 resulting in a loss of $2,713,623 to the Fund.

All proceeds not used to pay expenses during the year ended December 31,
1998 were distributed to Limited Partners. The final distribution was paid on
December 21, 1998. The Retirement Fund was liquidated and dissolved as of
December 31, 1998, and a Certificate of Cancellation of Certificate of Limited
Partnership was filed on January 27, 1999.

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

The Retirement Fund's Enhanced Yield Investments were typically issued in
private placement transactions and were subject to certain restrictions on
transfer, and were thus relatively illiquid.

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.

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 were distributed to the Limited Partners of the
Retirement Fund and to the Managing General Partner, within 45 days after the
end of each calendar quarter. Before each quarterly cash distribution, the
Retirement Fund analyzed the then current cash projections and determined the
amount of any additional reserves it deemed necessary.

Participation in Enhanced Yield Investments

The Retirement Fund was liquidated and dissolved as of December 31, 1998,
and had no assets as of that date. During its term, the Retirement Fund invested
primarily in Enhanced Yield Investments, also known in the securities industry
as "high yield securities". The securities in which the Retirement Fund invested
were issued in conjunction with the mezzanine financing of privately structured,
friendly leveraged acquisitions, recapitalizations and other leveraged
financings, and were generally linked with an equity participation. Enhanced
Yield Investments are debt and preferred equity securities that are below
investment grade, i.e., unrated or rated by Standard & Poor's Corporation as BB
or lower or 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 could not eliminate its risks associated with
participation in Enhanced Yield Investments, it established risk management
policies. The Retirement Fund subjected each prospective investment to rigorous
analysis, and made only those investments that were recommended by the Managing
General Partner and that meet the Retirement Fund's investment guidelines or
that were otherwise approved by the Independent General Partners.

Retirement Fund investments were 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 limited the amount of
its investment in a particular issuer. The Retirement Fund also continually
monitored portfolio companies in order to minimize the risks associated with
participation in Enhanced Yield Investments.
<PAGE>
Results of Operations

For the year ended December 31, 1998, the Retirement Fund had a net
investment loss of $1,586,094, a decrease of $2,102,234 from the net investment
income of $516,140 for the year ended December 31, 1997. The Retirement Fund had
net investment income of $4,579,169 for the same period in 1996. Net investment
income is comprised of investment income (primarily interest and dividend
income) offset by expenses. The decrease in the 1998 net investment income
versus the comparative period in 1997 reflects the decrease in interest and
dividend income and a increase in Fund Administration Fees and Expenses.

For the year ended December 31, 1998, the Retirement Fund had investment
income of $275,799, as compared to $2,120,811 for the same period in 1997 and
$6,475,628 for the same period in 1996. The decrease in 1998 investment income
of 87% versus 1997 was primarily due to a decrease in the amount of accrual
status debt securities held by the Fund due to sales and repayments of Enhanced
Yield Investments during 1998. The decrease in the 1997 of investment income of
67% versus the comparative period in 1996 was primarily due to 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 during 1997.

The Retirement Fund incurred expenses of $1,861,893 for the year ended
December 31, 1998, as compared to $1,604,671 for the same period in 1997 and
$1,896,459 for the same period in 1996. The increase in the 1998 expenses versus
the 1997 expenses of $257,222 was primarily due to an increase Fund
Administration Fees and Expenses due to a new Fund Administrative Services
Agreement entered into as of December 31, 1998 (as described in Note 7 to the
Financial Statements) and Independent General Partners' Fees and Expense paid by
the Fund offset by a decrease in Professional Fees. The decrease in 1997
expenses versus 1996 expenses of $291,788 was primarily due to the decrease in
the Professional Fees and the Fund Administrative Fees and Expenses and
Independent General Partner's Fees paid by the Fund.

The Retirement Fund experienced a decrease in net assets resulting from
operations for the year ended December 31, 1998 in the amount of $6,785,990, as
compared to a decrease of $1,825,488 for the same period in 1997. The decrease
in net assets in net in 1998 versus 1997 is attributable to an increase in net
unrealized appreciation of $29,062,008, a decrease in net investment income of
$2,102,234 and an increase in net realized loss of $31,920,276. (see Statements
of Operations in the Financial Statements). The decrease in net assets resulting
from operations in 1997 versus 1996 is attributable to an increase in unrealized
depreciation of $35,050,570 offset by a decrease in net investment income of
$4,063,029 and an increase in net realized gain of $21,250,822.

For the years ended December 31, 1998, 1997, and 1996 the Retirement Fund
incurred Investment Advisory Fees of $874,348, $906,195, and $842,503,
respectively, (as described in Note 6 to the Financial Statements).

The Fund Administration Fees and Expenses (as described in Note 7 to the
Financial Statements) for the years ended December 31, 1998, 1997 and 1996, were
$813,910, $414,349 and $680,441, respectively. The increase of $399,561 from
1997 to 1998 is primarily the result of the Fund Administration Fee changing 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 Fund. During the
years ended December 31, 1998, 1997 and 1996, the Retirement Fund incurred a
total of $638,910, $314,349 and $146,468, respectively, of administrative
expenses, consisting primarily of printing, audit and tax return preparation and
custodian fees paid for by the Fund Administrator.

Independent General Partners' Fees and Expense incurred for the years ended
December 31, 1998, 1997 and 1996, were $148,951, $147,671 and $183,611,
respectively. The changes are attributable to fluctuations in legal fees
incurred by the Independent General Partners. (See Note 8 to the Financial
Statements.)

The Retirement Fund incurred professional fees of $22,426, $125,730 and
$171,200 for the years ended December 31, 1998, 1997 and 1996, respectively,
which included reimbursed legal fees to Debevoise & Plimpton and Equitable Life
for legal services. (See Note 9 to Financial Statements.)
<PAGE>
Unrealized Appreciation/Depreciation, and Non-Accrual of Investments

During its term, the General Partners of the Retirement Fund determined, on
a quarterly basis, the fair value of the Retirement Fund's portfolio securities
that did not have a readily ascertainable market value. They were assisted in
connection with such determination by the Managing General Partner, which
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 used available market information
and appropriate valuation methodologies. In addition, the Managing General
Partner 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
invested, 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 have resulted 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 have taken place
when a significant favorable development occured, 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 used 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
invested. 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 years ended December 31, 1998 and 1997 the Retirement Fund recorded
net unrealized appreciation on Enhanced Yield Investments of $12,791,052 and net
unrealized depreciation of $16,270,956, respectively. For the year ended
December 31, 1996, the Retirement Fund recorded net unrealized appreciation on
Enhanced Yield Investments of $18,779,614. The change of $29,062,008 from 1997
to 1998, in unrealized depreciation was primarily the result of the reversal of
unrealized depreciation on Pergament Home Centers, Inc., Quantegy Acquisition
Corp., R&S/Strauss, Inc. and Leather U.S., Inc. and the reversal of unrealized
appreciation on Lexmark International Group, Inc. and Western Pioneer, Inc. (See
Note 12 to the Financial Statements.)

Realized Gains and Losses on Investments

For the year ended December 31, 1998, the Retirement Fund recorded net
realized losses of $17,990,948 on transactions involving eight Enhanced Yield
Investments. (See Note 10 to the Financial Statements and the Supplemental
Schedule of Realized Gains and Losses.) For the year ended December 31, 1997,
the Retirement Fund realized a net gain on investments of $13,929,328. For the
year ended December 31, 1996, the Retirement Fund realized a net loss of
$7,321,494.
<PAGE>
Item 8. Financial Statements and Supplementary Data

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

TABLE OF CONTENTS

Independent Auditors' Report

Statements of Assets, Liabilities and Partners' Capital
As of December 31, 1998 and 1997

Statements of Operations
For the Years Ended December 31, 1998, 1997 and 1996

Statements of Cash Flows
For the Years Ended December 31, 1998, 1997 and 1996

Statements of Changes in Net Assets
For the Years Ended December 31, 1998, 1997 and 1996

Statements of Changes in Partners' Capital
For the Years Ended December 31, 1998, 1997 and 1996

Supplementary Schedule of Realized Gains and Losses
For the Year Ended December 31, 1998

Notes to Financial Statements

<PAGE>

INDEPENDENT AUDITORS' REPORT

Equitable Capital Partners (Retirement Fund), L.P.

We have audited the accompanying statements of assets, liabilities and
partners' capital of Equitable Capital Partners (Retirement Fund), L.P. (the
"Retirement Fund") as of December 31, 1998 and 1997 and the related statements
of operations, cash flows, changes in net assets and changes in partners'
capital for each of the three years in the period ended December 31, 1998. These
financial statements are the responsibility of the Fund's General Partners. Our
responsibility is to express an opinion on these financial statements based upon
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures include
confirmation of securities owned as of December 31, 1998, by correspondence with
the custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Retirement Fund as of December 31, 1998
and 1997, the results of operations, its cash flows and the changes in its net
assets and partners' capital for the respective stated periods, in conformity
with generally accepted accounting principles.

As explained in Note 2, the financial statements of the Retirement Fund
include securities valued at $7,083,787 as of December 31, 1997 representing
40.5 percent of total assets, whose values have been estimated by the General
Partners of the Retirement Fund in the absence of readily ascertainable market
values. We have reviewed the procedures used by the General Partners in arriving
at their estimate of value of such securities and have inspected underlying
documentation, and, in the circumstances, we believe the procedures are
reasonable and the documentation appropriate. However, because of the inherent
uncertainty of valuation, those estimated values may differ significantly from
the values that would have been used had a ready market for the securities
existed, and the differences could be material.

Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule of
realized gains and losses for the year ended December 31, 1998 is presented for
the purposes of additional analysis and is not a required part of the basic
financial statements. This schedule is the responsibility of the Retirement
Fund's General Partners. Such schedule has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.

Deloitte & Touche LLP
New York, New York
February 22, 1998
<PAGE>

EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
STATEMENTS OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL

ASSETS: Notes December 31, 1998 December 31, 1997
------- ----------------- -----------------

Investments 2,10,12
Enhanced Yield Investments at Value-
Managed Companies
(amortized cost of $0 at
December 31, 1998 and $12,155,290
at December 31, 1997) $ - $ 4,847,290
Non-Managed Companies
(amortized cost of $0 at
December 31, 1998 and $10,367,470
at December 31, 1997) - 4,884,451
Temporary Investments
(at amortized cost) - 6,898,850

Cash - 24,028
Interest Receivable 2,12 - 19,322
Note Receivable 3,4 - 832,534

TOTAL ASSETS $ - $ 17,506,475
=========== ============

LIABILITIES AND PARTNERS' CAPITAL

Liabilities
Professional Fees Payable 9 $ - $ 52,721
Independent General Partners' Fees Payable 8 - 9,788
Fund Administrative Expenses Payable 7 - 38,958
Other Accrued Liabilities - 2,847
Total Liabilities - 104,314

Partners' Capital
Managing General Partner 3,4 - 717,018
Limited Partners (221,072 Units) 4 - 16,685,143
Total Partners' Capital - 17,402,161

TOTAL LIABILITIES AND PARTNERS' CAPITAL $ - $ 17,506,475
=========== ============
</TABLE>

See the Accompanying Notes to Financial Statements

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

<S> <C> <C> <C>
For the Years Ended
-----------------------------------------------
December 31, December 31, December 31,
1998 1997 1996
------------ ------------ -------------
INVESTMENT INCOME- NOTES 2,12:
Interest $ 275,799 $ 2,053,480 $ 4,603,229
Dividend -- 67,331 1,872,399
TOTAL INVESTMENT INCOME 275,799 2,120,811 6,475,628

EXPENSES:
Investment Advisory Fee- Note 6 874,348 906,195 842,503
Fund Administration Fees and Expenses- Note 7 813,910 414,349 680,441
Independent General Partners'
Fees and Expenses - Note 8 148,951 147,671 183,611
Professional Fees - Note 9 22,426 125,730 171,200
Insurance Fees 5,126 4,410
Valuation Expenses 2,258 5,600 14,294
TOTAL EXPENSES 1,861,893 1,604,671 1,896,459

NET INVESTMENT (LOSS) INCOME (1,586,094) 516,140 4,579,169

NET CHANGE IN UNREALIZED APPRECIATION
(DEPRECIATION) ON INVESTMENTS- NOTE 12 12,791,052 (16,270,956) 18,779,614

NET REALIZED (LOSS) GAIN ON INVESTMENTS- NOTE 10 (17,990,948) 13,929,328 (7,321,494)

NET (DECREASE) INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ (6,785,990) $ (1,825,488) $ 16,037,289
============= ============= =============
</TABLE>

See the Accompanying Notes to Financial Statements

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

<S> <C> <C> <C>
For the Years Ended
-----------------------------------------------
December 31, December 31, December 31,
1998 1997 1996
INCREASE (DECREASE) IN CASH ------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Interest and Discount Income $ 11,080 $ 2,054,172 $ 3,990,822
Fund Administration Fees and Expenses (852,868) (418,476) (665,800)
Investment Advisory Fee (874,348) (906,195) (842,503)
Independent General Partners' Fees and Expenses (158,739) (158,730) (172,309)
Valuation Expenses (5,105) (8,854) (12,435)
Sale (Purchase) of Temporary Investments, Net 7,182,892 14,575,782 (3,390,853)
Proceeds from Sales and Principal Payments of
Enhanced Yield Investments 4,714,134 50,807,443 20,659,748
Professional Fees (75,147) (125,275) (158,255)
Insurance Fees -- (2,990) (375)
Net Cash Provided by Operating Activities 9,941,899 65,816,877 19,408,040
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash Distributions to Partners (9,965,927) (65,855,797) (19,384,272)
Net Cash Used in Financing Activities (9,965,927) (65,855,797) (19,384,272)
Net Increase in Cash (24,028) (38,920) 23,768
Cash at the Beginning of the Period 24,028 62,948 39,180
Cash at the End of the Period $ -- $ 24,028 $ 62,948
============= ============= =============

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

Net (Decrease) Increase In Net Assets
Resulting From Operations $ (6,785,990) $ (1,825,488) $ 16,037,289

Adjustments to Reconcile Net (Decrease) Increase in Net Assets
Resulting from Operations to Net Cash Provided by Operating
Activities:
Decrease in Investments 29,887,974 51,453,897 24,590,390
Increase in Accrued Interest and Other Investment Income (264,719) (66,640) (2,484,809)
Decrease in Prepaid Expenses -- 2,511 4,412
(Decrease) Increase in Other Accrued Liabilities (2,847) (3,254) 1,859
(Decrease) Increase in Fund Administration Expenses Payable (38,958) (4,127) 14,640
Net Change in Unrealized (Appreciation) Depreciation on Investments (12,791,052) 16,270,956 (18,779,614)
(Decrease) Increase in Independent General Partners' Fees Payable (9,788) (11,058) 11,303
(Decrease) Increase in Professional Fees Payable (52,721) 80 12,570
Total Adjustments 16,727,889 67,642,365 3,370,751
Net Cash Provided by Operating Activities $ 9,941,899 $ 65,816,877 $ 19,408,040
============= ============= =============

</TABLE>

See the Accompanying Notes to Financial Statements

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

<S> <C> <C> <C>
For the Year Ended
----------------------------------------------
December 31, December 31, December 31,
1998 1997 1996
------------ ------------- -------------
FROM OPERATIONS:

Net (Decrease) Increase in Net Assets
Resulting from Operations $ (6,785,990) $ (1,825,488) $ 16,037,289

Cash Distributions to Partners (9,965,927) (65,855,797) (19,384,272)

Reduction in Managing General Partners'
Contribution (650,244) (346,195) (65,488)

Total Decrease (17,402,161) (68,027,480) (3,412,471)

NET ASSETS:

Beginning of Period 17,402,161 85,429,641 88,842,112

End of Period $ 0 $ 17,402,161 $ 85,429,641
============= ============= =============

</TABLE>
See the Accompanying Notes to Financial Statements

<PAGE>

EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
<TABLE>
<S> <C> <C> <C> <C>
Managing Limited
Notes General Partner Partners Total
----- --------------- ----------- -------------

FOR THE YEAR ENDED DECEMBER 31, 1996

Partners' Capital at January 1, 1996 $1,058,667 $ 87,783,445 $ 88,842,112
Cash Distributions to Partners (53,737) (19,330,535) (19,384,272)
Reduction in Managing General Partners' Contribution 3 (65,488) -- (65,488)
Allocation of Net Investment Income 11 45,791 4,533,378 4,579,169
Allocation of Net Unrealized Appreciation
on Investments 12 187,796 18,591,818 18,779,614
Allocation of Net Realized Loss on Investments (73,215) (7,248,279) (7,321,494)
Partners' Capital at December 31, 1996 $1,099,814 $ 84,329,827 $ 85,429,641
========== ============= ============

FOR THE YEAR ENDED DECEMBER 31, 1997

Partners' Capital at January 1, 1997 $1,099,814 $ 84,329,827 $ 85,429,641
Cash Distributions to Partners (18,345) (65,837,452) (65,855,797)
Reduction in Managing General Partners' Contribution 3 (346,195) -- (346,195)
Allocation of Net Investment Income 11 5,161 510,979 516,140
Allocation of Net Unrealized Depreciation
on Investments 12 (162,710) (16,108,246) (16,270,956)
Allocation of Net Realized Gain on Investments 139,293 13,790,035 13,929,328
Partners' Capital at December 31, 1997 $ 717,018 $ 16,685,143 $ 17,402,161
============ ============ ============

FOR THE YEAR ENDED DECEMBER 31, 1998

Partners' Capital at January 1, 1998 $ 717,018 $ 16,685,143 $ 17,402,161
Cash Distributions to Partners -- (9,965,927) (9,965,927)
Reduction in Managing General Partners' Contribution 3 (650,244) -- (650,244)
Allocation of Net Investment Loss 11 (14,777) (1,571,317) (1,586,094)
Allocation of Net Unrealized Appreciation
on Investments 12 127,911 12,663,141 12,791,052
Allocation of Net Realized Loss on Investments (179,908) (17,811,040) (17,990,948)
Partners' Capital at December 31, 1998 $ -- $ -- $ --
============ ============ ============

</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 YEAR ENDED DECEMBER 31, 1998

PAR VALUE OR
DATE OF NUMBER OF AMORTIZED NET REALIZED
SECURITY TRANSACTION SHARES COST PROCEEDS GAIN (LOSS)
- ------------------------------------ ------------- ------------ ----------- ------------- --------------
Lexmark International Group, Inc.
Common Stock various 69,683 $ 464,555 $ 2,801,847 $ 2,337,292

MTI Holdings, Inc.
12% Sr. Sec. Note 3/12/98 $ 113,386 113,386 113,386 --
Common Stock 8,125 121,875 121,875 --
Common Stock Purchase Warrants 2,264 -- -- --

Total Net Realized Gain for the
Three Months Ended March 31, 1998 $ 699,816 $ 3,037,108 $ 2,337,292
=========== ============= ============

MTI Holdings, Inc.
Common Stock 8,125 $ -- $ 318,105 $ 318,105
Common Stock Purchase Warrants 2,264 -- 55,129 55,129

Polaris Pool Systems, Inc.
Common Stock 4/23/98 -- -- 1,754 1,754 (A)

R&S/ Strauss, Inc.
15% Sr. Sub. Note 6/17/98 $ 278,384 278,384 36,470 (241,914)

Total Net Realized Gain for the
Three Months Ended June 30, 1998 $ 278,384 $ 411,458 $ 133,074
=========== ============= ============
Pergament Home Centers, Inc.
Floating Rate Demand Note 7/24/98 $2,543,200 $ 2,120,960 $ 448,800 $ (1,672,160)
Common Stock Class B 299.200 6,732,000 -- (6,732,000)
Common Stock Class C 106.778 -- -- --

Western Pioneer, Inc.
10% Sr. Sub. Note 9/15/98 $4,730,000 653,289 275,000 (378,289)
Common Stock Purchase Warrants 81,081 -- -- --

Total Net Realized Loss for the
Three Months Ended September 30, 1998 $ 9,506,249 $ 723,800 $ (8,782,449)
=========== ============= ============
Leather U.S., Inc.
Common Stock 10/7/98 621.90 $ 7,308,000 $ 124,380 $ (7,183,620)

R&S/Strauss, Inc.
15% Sr. Sub. Note. 11/5/98 $1,846,616 1,846,616 18,559 (1,828,057)

Quantegy Acquisition Corp.
Common Stock 12/22/98 123.50 2,722,290 8,667 (2,713,623)

Polaris Pool Systems, Inc.
Common Stock 12/31/98 - - 46,435 46,435 (A)

Total Net Realized Loss for the
Three Months Ended December 31, 1998 $11,876,906 $ 198,041 $(11,678,865)
=========== ============= ============

Total Net Realized Loss for the
Year Ended December 31, 1998 $22,361,355 $ 4,370,407 $(17,990,948)
=========== ============== ============

(A) Proceeds represent a distribution to the Retirement Fund from the escrow account.

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

<PAGE>
EQUITABLE CAPITAL PARTNERS (RETIREMENT FUND), L.P.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998

1. Partnership Dissolution and Liquidation

Equitable Capital Partners, L. P. (the "Fund") sold its last Enhanced Yield
Investment on December 22,1998 and, thereby, dissolved in accordance with
Article 4, Section 4.01 (iv) of its Amended and Restated Agreement of Limited
Partnership.

Final distributions were paid to the Limited Partners on December 21,1998.
Accordingly, the accompanying financial statements are the final financial
statements of the Partnership.

A Certificate of Cancellation of Certificate of Limited Partnership was
accepted for filing by the Secretary of State of the State Delaware on January
27, 1999.

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.

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 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
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 reached the end
of its ten year term on October 13, 1998. The Retirement Fund made a final
distribution on December 21, 1998.
<PAGE>
2. Significant Accounting Policies

Basis of Accounting

For financial reporting purposes, the Retirement 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 $0
and $7,083,787 as of December 31, 1998 and 1997, respectively, representing
40.5% of 1997 total assets. 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 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.

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.

Payment-In-Kind Securities

All payment-in-kind securities received in lieu of cash interest payments
from the Retirement Fund's portfolio companies were 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.
<PAGE>
Income Taxes

As discussed in Note 13, 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 are 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 returns of capital are received by the Fund. Such
return of capital received for the year ended December 31, 1998, resulted in a
$650,244 reduction of the principal amount of the Note. The remainder of the
Note was paid by Alliance Capital at year ended December 31, 1998.

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 $2,052,059. On July 22, 1993, Equitable Capital's note was
canceled and Alliance Corporate 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.

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 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.

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.
<PAGE>
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.

As stated in the Partnership Agreement, the Retirement Fund's allocable
share of the Minimum Amount is $874,350 or $218,588 per quarter.

The Investment Advisory Fee is calculated and paid quarterly, in advance.
The Investment Advisory Fees paid by the Retirement Fund for the years ended
December 31, 1998, 1997 and 1996 were $874,348, $906,195 and $842,503,
respectively. The decrease from 1997 to 1998 in the Investment Advisory Fee is
due primarily to 1997 reflecting an adjustment for the difference between the
Minimum Amount due to the Investment Advisor and what was paid for the quarters
ending December 31, 1996 and March 31, 1997.

The Investment Advisory Agreement was terminated on December 31, 1998.

7. Fund Administration Fee and Expenses

In accordance with the Partnership Agreement beginning October 13, 1996,
the Fund Administration Fee is an annual fee of $100,000 plus 100% of all direct
out-of-pocket expenses incurred by the Fund Administator on behalf of the Fund.

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, received 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% 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
years ended December 31, 1998, 1997 and 1996 were $175,000, $100,000 and
$533,973, respectively.

Beginning October 13, 1997, MLFAI is entitled to receive reimbursement for
all of direct out-of-pocket expenses incurred in connection with the
administration of the Retirement Fund, commencing on October 13, 1992. For the
years ended December 31, 1998, 1997 and 1996 the Retirement Fund incurred
Administrative expenses of $638,910, $314,349 andd $146,468 respectively, which
consisted primarily of printing, audit and tax return preparation and custodian
fees paid for by MLFAI on behalf of the Retirement Fund.

Upon termination of the Fund on December 31, 1998, the prior Fund
Administrative Services Agreement with MLFAI was terminated. A new agreement
commencing January 1, 1999, will provide certain post termination administrative
services.

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 plus reimbursement for any
out-of-pocket expenses. In accordance with the Retirement Fund's Partnership
Agreement, the amount of such fee is reviewed annually by the Independent
General Partners.

For the years ended December 31, 1998, 1997 and 1996, the Retirement Fund
incurred $148,951, $147,671, and $183,611, respectively, of Independent General
Partners' Fees and Expenses.

9. Related Party Transactions

For the years ended December 31, 1998, the Retirement Fund paid no related
party expenses. For the years ended 1997 and 1996, the Retirement Fund paid
expenses of $21,995, and $102,008, respectively, as reimbursement for amounts
paid 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 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. Fund investments are measured against specified 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.

During the year ending December 31, 1998, the Retirement Fund sold its MTI
Holdings, Inc. 12% Senior Secured Note, common stock and warrants for $608,495
and realized a gain of $373,234 on the sale.

On June 17, 1998, the Fund sold $278,384 par value of R&S/Strauss, Inc. 15%
Senior Subordinated Note for $36,470 resulting in a loss of $241,914.

On July 24, 1998, the Fund sold its Pergament Home Centers, Inc. Floating
Rate Demand Note , Class B and Class C common stocks for $448,800 resulting in a
loss of $8,404,160 to the Fund.

On September 15, 1998, the Fund sold its Western Pioneer, Inc 10% Senior
Subordinated Note and common stock purchase warrants for $275,000 resulting in a
loss of $378,289 to the Fund.

On October 7, 1998, the Fund sold its Leather U.S., Inc. common stock for
$124,380 resulting in a loss of $7,183,620 to the Fund.

On November 5, 1998, the Fund sold its remaining portion of R&S/Strauss,
Inc. 15% Senior Subordinated Note for $18,559 resulting in a loss of $1,828,057
to the Fund.

On December 22, 1998, the Fund sold its Quantegy Acquisition Corp. common
stock for $8,667 resulting in a loss of $2,713,623 to the Fund.

All proceeds not used to pay expenses during the year ended December 31,
1998 were distributed to Limited Partners. The final distribution was paid on
December 21, 1998. The Retirement Fund was liquidated and dissolved as of
December 31, 1998, and a Certificate of Cancellation of Certificates of Limited
Partnership was filed on January 27, 1999.

As of December 31, 1998, the Retirement Fund had no investments in Enhanced
Yeild Investments.
<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 year ended December 31, 1998, earnings were allocated 99% to the
Limited Partners, as a class, and 1% to the Managing General Partner, except for
certain adjustments which were necessary in allocating investment loss.

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

For the year ended December 31, 1998, the Retirement Fund recorded net
unrealized appreciation on Enhanced Yield Investments of $12,791,052. Such
appreciation was the result of adjustments in value made with respect to the
following investments during 1998:

The amount includes the reversal of $2,183,398 of unrealized appreciation
of Lexmark International Group, Inc. Class B Common Stock, due to the sale of
the remaining 69,683 shares.

On March 31, 1998, Quantegy Acquisition Corp. common stock was written down
from 100% to 15% of remaining cost, resulting in unrealized depreciation of
$2,313,946 to the Retirement Fund.

On March 31, 1998, the R&S/Strauss, Inc. 15% Senior Subordinated Note was
written down from 100% to 25% of par, resulting in unrealized depreciation of
$1,593,750 to the Retirement Fund.

On March 31, 1998, the Western Pioneer, Inc. 10% Senior Subordinated Note
par value was reduced resulting in unrealized depreciation of $240.

On June 30, 1998, Quantegy Acquisition Corp. common stock was written down
from 15% to 6.4% of remaining cost, resulting in unrealized depreciation of
$234,431 to the Retirement Fund.

On June 30, 1998, R&S/Strauss, Inc. 15% Senior Subordinated Note was
written down from 25% to 13% of par, resulting in unrealized depreciation of
$221,594 to the Retirement Fund.

The reversal of $208,788 of unrealized depreciation due to the sale of
$278,384 par value of R&S/Strauss, Inc. 15% Senior Subordinated Note.

The reversal of $8,432,401 of unrealized depreciation due to the sale of
its Pergament Home Centers, Inc. Floating Rate Demand Note , Class B and Class C
common stocks.

The reversal of $765,711 of unrealized appreciation due to the sale of its
Western Pioneer, Inc. 10% Senior Subordinated Note and common stock purchase
warrants.

On September 30, 1998, Quantegy Acquisition Corp. common stock was written
down from 6.4% of cost to zero resulting in unrealized depreciation of $173,913
to the Fund.

On September 30, 1998, the remaining R&S/Strauss, Inc. 15% Senior
Suborinated Note was written down from 13% of par to zero resulting in
unrealized depreciation of $240,060 to the Fund.

The reversal of $7,308,000 of unrealized depreciaiton due to the sale of
its Leather U.S., Inc. common stock.

The reversal of $2,722,290 of unrealized depreciation due to the sale of
its Quantegy Acquistion Corp. common stock.

The reveral of $1,846,616 of unrealized depreciation due to the sale of its
R&S/Strauss, Inc. 15% Senior Subordinated Note.
<PAGE>
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 basis of the Retirement Fund's assets and liabilities versus the
amounts reported in the Financial Statements. Due to the termination, the
partnership had no assets or liabilities at December 31, 1998.
<PAGE>
Item 9. Disagreements on Accounting and Financial Disclosure

None.

Part III

Item 10. Directors and Executive Officers of the Registrant

The Retirement Fund

The Retirement Fund's general partners (the "General Partners") were
responsible for the management and administration of the Retirement Fund. The
General Partners consisted of Alliance Corporate succeeding Equitable Capital,
as the Managing General Partner, and four individuals serving as Independent
General Partners. Each Independent General Partner was not an "interested
person" of the Retirement Fund as such term is defined in the Investment Company
Act of 1940, as amended (the "Investment Company Act").

Independent General Partners

The Independent General Partners provided overall guidance and supervision
with respect to the operations of the Retirement Fund and perform the various
duties imposed on the directors of business development companies by the
Investment Company Act of 1940. The Independent General Partners supervised the
Managing General Partner and must, with respect to any Enhanced Yield
Investment, either certify that it meets the Retirement Fund's investment
guidelines or specifically approve it. The Independent General Partners were
also responsible for approving certain transactions pursuant to the conditions
of an exemptive order issued by the Securities and Exchange Commission (the
"Commission") under which the Retirement Fund operates. In addition, if a
portfolio company is in material default with respect to its payment obligations
under any lending agreement to which it is a party or has a ratio of earnings
before interest, taxes and depreciation to cash fixed charges of 1.1 to 1 or
less for the latest fiscal year for which financial statements are available,
the Independent General Partners are required to approve any changes in the
terms of the Fund's investment in such a portfolio company.

Messrs. Robert W. Lear and Robert F. Shapiro served as Independent General
Partners of the Retirement Fund and the Enhanced Yield Fund since June 1988. On
April 12, 1989, Mr. Alton G. Marshall and Dr. William G. Sharwell were admitted
to the Retirement Fund and the Enhanced Yield Fund, increasing the total number
of Independent General Partners to four. Each Independent General Partner held
office until the Retirement Fund was liquidated and dissolved.

Mr. Lear, age 81, has been an Executive-in-Residence and Visiting Professor
at the Columbia University Graduate School of Business since 1977. He is also a
director of Cambrex Corp. and the Korea Fund (a closed-end investment fund). Mr.
Lear is a trustee of the Scudder Institutional Funds (mutual funds) and a member
of the advisory board of the Welsh, Carson, Anderson, Stowe Venture Capital
Funds.

Mr. Shapiro, age 64 is the President of RFS & Associates, Inc.
(consultants and investments). From 1986 to 1987 he was the Co-Chairman of
Wertheim Schroeder & Co. Inc. (investment bankers) and from 1974 to 1986 he was
the President of its predecessor, Wertheim & Co. Inc. Mr. Shapiro is a director
of TJX Companies, Inc. (specialty retailing), a director of American Building
Companies and the Burnham Fund Inc. (mutual fund). Mr. Shapiro was Chairman of
the Securities Industry Association in 1985.

Mr. Marshall, age 77, is Senior Fellow of the Nelson A. Rockefeller
Institute of Government. He is also President of Alton G. Marshall Associates,
Inc. (real estate consultants). He was Chairman and Chief Executive Officer of
Lincoln Savings Bank from 1984 to 1991. He is also a Director of New York State
Electric and Gas Corporation. He is a Trustee of EQK Realty Investors I and EQK
Green Acres (real estate investors), and a Trustee of The Hudson River Trust,
which is a mutual fund receiving investment advice from Alliance Capital.

Dr. Sharwell, age 78, served as the President of Pace University from 1984
to 1990, after retiring in 1984 as Senior Vice President of AT&T. He is also a
director of USLife Corporation, American Biogenetic Sciences, Inc. and United
States Life Insurance Company.
<PAGE>

Managing General Partner

The Managing General Partner was responsible for purchasing investments for
the Retirement Fund which the Independent General Partners reviewed for
compliance with the investment guidelines or otherwise approved, for providing
administrative services to the Retirement Fund and for the admission of assignee
Limited Partners to the Retirement Fund.

Management of Alliance Corporate and the Retirement Fund

The senior officers of Alliance Corporate responsible for overseeing the
management of the Retirement Fund are:

Position with Alliance Corporate Finance
Group Incorporated
----------------------------------------

James R. Wilson President

William Gobbo, Jr. Senior Vice President

Christopher Bricker Vice President and Chief Accounting Officer

James R. Wilson, age 52, is the President of Alliance Corporate and is in
charge of Alliance Corporate's Finance Department. He has specialized in private
placement investment management for over 20 years. He joined Equitable Life in
1970. From 1975 to 1978, he was in charge of the Private Placement Department's
Atlanta regional office, responsible for making direct placement loans to middle
market companies. He then returned to the home office to supervise the credit
review and approval procedures of all six regional offices. In 1980, Mr. Wilson
joined the Investment Recovery Division of Equitable Capital Management
Corporation and subsequently became its head. During his tenure in investment
recovery, he was instrumental in a number of major restructuring and
recapitalizations of troubled companies and served as chairman of several
creditors' committees. Mr. Wilson was elected senior vice president and deputy
head of Equitable Capital's Corporate Finance Department in 1985, and in 1991 he
became executive vice president and head of the Corporate Finance Department. He
was named President of Alliance Corporate Finance Group in 1993 in connection
with the Alliance Capital/Equitable Capital merger. Mr. Wilson has served on
several corporate Boards and presently is a director of US Leather, Inc. He is
active in private placement industry events, has been a speaker at many industry
conferences on leveraged buyouts and mezzanine finance and served as Chairman of
the annual Private Placement Conference in 1994. Mr. Wilson is a graduate of
Denison University and holds an MBA from the University of Pittsburgh.

Mr. William Gobbo, Jr., age 54, is a Senior Vice President of Alliance
Corporate. Mr. Gobbo joined Alliance Corporate through the combination with
Equitable Capital. Mr. Gobbo joined Equitable Life in 1967 as an economist in
the office of Equitable's Chief Economist. He joined the Private Placement
Department in 1976 and in 1984 became head of an investment group that was
responsible for the Department's lending activities involving financial
institutions and heavy industrial companies.

Christopher J. Bricker is a Vice President of Alliance Fund Services. He is
responsible for the Accounting operations for approximately 85 Offshore and
Partnership Investment Vehicles with approximately $20 billion in assets under
management. Mr. Bricker has been with Alliance for 7 years and prior to joining
Alliance, he worked at Dean Witter in their Intercapital Division for
approximately 2 years. Mr. Bricker has a BS in Accounting from Marist College
and a MBA in Finance from Long Island University.

<PAGE>

The Investment Adviser

As a result of the combination of the businesses of Equitable Capital and
Alliance Capital, Equitable Capital's investment advisory agreement with the
Retirement Fund terminated in accordance with its terms on July 22, 1993. On
that date, Alliance Corporate succeeded Equitable Capital as the Retirement
Fund's investment advisor. As investment adviser to the Retirement Fund,
Alliance Corporate is responsible for the identification, management and
liquidation of all investments for the Retirement Fund.

The Administrator

The Administrator performs certain operating and administrative services
for the Retirement Fund on behalf of the Managing General Partner pursuant to an
administrative services agreement, dated October 13, 1988, among the Retirement
Fund, Equitable Capital and the Administrator. Under a new agreement that
commenced on January 1, 1999, the Administrator will provide certain post
termination administrative services.

The information contained in the Prospectus under the caption "Management
Arrangements" is incorporated by reference into this Item 10.

Item 11. Executive Compensation

The information with respect to compensation of the Independent General
Partners set forth under the caption "Management Arrangements -- The Independent
General Partners" in the Prospectus is incorporated by reference into this Item
11. The Retirement Fund paid Mr. Lear $34,500, Mr. Shapiro $34,500, Mr. Marshall
$34,500 and Dr. Sharwell $34,500 in fees, with respect to their services as
Independent General Partners in 1998.

The information with respect to the "Fund Administration Fee and Expenses"
payable to the Administrator set forth under the caption "Management
Arrangements -- The Administator" in the Prospectus is incorporated by reference
into this Item 11. The Retirement Fund paid $852,868 to the Administrator in
1998.

The information with respect to the "Investment Advisory Fee" payable to
Alliance Corporate (and distributions from the Managing General Partner) set
forth under the caption "Management Arrangements -- Description of Investment
Advisory Agreements" in the Prospectus is incorporated by reference into this
Item 11. The Retirement Fund paid Alliance Corporate $874,348 with respect to
the Investment Advisory Fee for 1998.

Alliance Corporate, as Managing General Partner, received no distributions
of net investment income in 1998.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management

As of the date of this report, no person or entity is known by the
Retirement Fund to be the beneficial owner of more than 5% of the total number
of outstanding Units.

The Independent General Partners and directors and officers of Alliance
Corporate own as a group, 13 Units, or less than 1% of the total Units
outstanding.

Item 13. Certain Relationships and Related Transactions

The Retirement Fund co-invested in Enhanced Yield Investments with the
Equitable Capital Partners, L.P. and certain affiliates of Equitable Capital
pursuant to the terms of an exemptive order granted by the Commission on August
11, 1988 permitting co-investments on certain terms and conditions, Equitable
Capital Partners, L.P., et al. (812-6983) IC-16522, August 11, 1988 (the
"Order"). On December 31, 1990, the Commission granted a request to: (I) permit
any person serving as an officer, director or employee of Equitable Life or any
of its subsidiaries to serve as a director of Equitable Capital; (ii) permit
Equitable Life and its subsidiaries (other than Equitable Capital) and certain
other affiliates of Equitable Capital to invest as limited partners in sponsor
limited partnerships which invest in transactions in which the Retirement Funds
also invest; and (iii) amend and restate all of the conditions and undertakings
contained in the August 11, 1988 Order to conform them to those contained in the
application filed with the Commission on behalf of Equitable Capital Partners
II, L.P. and Equitable Capital Partners (Retirement Fund) II, L.P. Equitable
Capital Partners (Retirement Fund), L.P., et al. (812-7328) IC - 17925, December
31, 1990.

Pursuant to such arrangements, the Retirement Fund co-invested in the
Enhanced Yield Investments listed above in Item 1 with the Equitable Capital
Partners, L.P. and one or more of the following: Equitable Deal Flow Fund, L.P.,
Equitable Capital Private Income and Equity Partnership II, L.P., Equitable
Life, Equitable Variable Life Insurance Company, Tandem Insurance Group, Inc.
and Royal Tandem Insurance Company.

In connection with the transaction that resulted in the succession of
Alliance Corporate as Managing General Partner of and Investment Adviser to the
Funds, Equitable Capital and Alliance Corporate received two exemptive orders
from the Securities and Exchange Commission permitting the Funds and Alliance
Corporate to rely on the exemptive orders previously issued to Equitable Capital
and the Funds, subject to the same conditions and undertakings under such orders
as applied to Equitable Capital.

<PAGE>

Part IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) Financial Statements, Financial Statement
Schedules and Exhibits

See Item 8. Financial Statements and Supplementary Data "Table of Contents."

Exhibits

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.**

13.1 (a) Forms 10-Q
Form 8-K ****

28.1 Portions of Prospectus of Registrant and Equitable Capital Partners,
L.P., dated July 15, 1988, incorporated by reference into this Annual
Report on Form 10-K

* 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.

**** Incorporated by reference to the Retirement Fund's Annual Report of
Form 10-K for the fiscal year ended December 31, 1996, filed with the
Securities and Exchange Commission on November 22, 1996.

<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 30th day of March,
1999.

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

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

Dated: March 30, 1999 /s/ James R. Wilson
-----------------------------
James R. Wilson
Title: President

Dated: March 30, 1999 /s/ Christopher Bricker
------------------------------
Christopher Bricker
Title: Vice President and Chief
Accounting Officer

<PAGE>

Pursuant to the Requirements of the Securities and Exchange Act of 1934
this report has been signed below by the following persons on behalf of the
Registrant in the capacities indicated on the 30th day of March, 1999.

Signature Title

________________________ Independent General Partner of
Robert W. Lear Equitable Capital Partners (Retirement Fund), L.P.

________________________ Independent General Partner of
Robert F. Shapiro Equitable Capital Partners (Retirement Fund), L.P.

________________________ Independent General Partner of
Alton G. Marshall Equitable Capital Partners (Retirement Fund), L.P.

________________________ Independent General Partner of
William G. Sharwell Equitable Capital Partners (Retirement Fund), L.P.

________________________
James R. Wilson President and Director of Alliance Corporate

________________________
Dave H. Williams Director of Alliance Corporate

________________________
Bruce W. Calvert Director of Alliance Corporate

________________________
John D. Carifa Director of Alliance Corporate

________________________
Frank Savage Director of Alliance Corporate

________________________ Co-Chairman, Co-Chief Executive Officer and
Mark Arnold Director of Alliance Corporate

________________________ Co-Chairman, Co-Chief Executive Officer and
Alastair Tedford Director of Alliance Corporate

<PAGE>

SIGNATURES

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

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

Dated: March 30, 1999 /s/ James R. Wilson
------------------------
James R. Wilson
Title: President

Dated: March 30, 1999 /s/ Christopher Bricker
------------------------
Christopher Bricker
Title: Vice President and Chief
Accounting Officer

<PAGE>

Signature Title

/s/ Robert W. Lear Independent General Partner of
Robert W. Lear Equitable Capital Partners (Retirement Fund), L.P.

/s/ Robert F. Shapiro Independent General Partner of
Robert F. Shapiro Equitable Capital Partners (Retirement Fund), L.P.

/s/ Alton G. Marshall Independent General Partner of
Alton G. Marshall Equitable Capital Partners (Retirement Fund), L.P.

/s/ William G. Sharwell Independent General Partner of
William G. Sharwell Equitable Capital Partners (Retirement Fund), L.P.

/s/ James R. Wilson
James R. Wilson President and Director of Alliance Corporate

/s/ Dave H. Williams
Dave H. Williams Director of Alliance Corporate

/s/ Bruce W. Calvert
Bruce W. Calvert Director of Alliance Corporate

/s/ John D. Carifa
John D. Carifa Director of Alliance Corporate

/s/ Frank Savage
Frank Savage Director of Alliance Corporate

/s/ Mark Arnold Co-Chairman, Co-Chief Executive Officer and
Mark Arnold Director of Alliance Corporate

/s/ Alastair Tedford Co-Chairman, Co-Chief Executive Officer and
Alastair Tedford Director of Alliance Corporate

<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the fourth quarter of
1998 Form 10-K Balance Sheets and Statements of Operations and is qualified in
its entirety by reference to such financial statements.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
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<SHARES-COMMON-STOCK> 221,072
<SHARES-COMMON-PRIOR> 221,072
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<EXPENSES-NET> 1,861,893
<NET-INVESTMENT-INCOME> (1,586,094)
<REALIZED-GAINS-CURRENT> (17,990,948)
<APPREC-INCREASE-CURRENT> 12,791,052
<NET-CHANGE-FROM-OPS> (6,785,990)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,086,166
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 6,879,761
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (17,402,161)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
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<GROSS-ADVISORY-FEES> 874,348
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<GROSS-EXPENSE> 1,861,893
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<PER-SHARE-NAV-BEGIN> 75.47
<PER-SHARE-NII> (7.17)
<PER-SHARE-GAIN-APPREC> (80.57)
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<AVG-DEBT-PER-SHARE> 0

</TABLE>