PRUDENTIAL BACHE DIVERSIFIED FUTURES FUND L P
10-Q, 2000-08-14
COMMODITY CONTRACTS BROKERS & DEALERS
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<PAGE>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

(Mark One)

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

For the quarter ended June 30, 2000

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

For the transition period from _______________________ to ______________________

Commission file number: 0-17592

                 PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

Delaware                                        13-3464456
--------------------------------------------------------------------------------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

One New York Plaza, 13th Floor, New York, New York          10292
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code (212) 778-7866

                                      N/A
--------------------------------------------------------------------------------
   Former name, former address and former fiscal year, if changed since last
                                    report.

   Indicate by check CK 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 _CK_  No __

<PAGE>
                         Part I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                 PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.
                            (a limited partnership)
                       STATEMENTS OF FINANCIAL CONDITION
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                        June 30,        December 31,
                                                                          2000              1999
<S>                                                                   <C>               <C>
----------------------------------------------------------------------------------------------------
ASSETS
Cash                                                                   $ 2,261,088      $ 2,812,735
U.S. Treasury bills, at amortized cost                                   6,320,067        9,753,685
Net unrealized gain on open futures contracts                                7,911          435,838
                                                                      -------------     ------------
Total assets                                                           $ 8,589,066      $13,002,258
                                                                      -------------     ------------
                                                                      -------------     ------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable                                                    $   577,478      $ 1,066,423
Net unrealized loss on open forward contracts                               36,465           23,437
Accrued expenses payable                                                    30,807           61,298
Management fees payable                                                     28,406           43,063
                                                                      -------------     ------------
Total liabilities                                                          673,156        1,194,221
                                                                      -------------     ------------
Commitments

Partners' capital
Limited partners (26,055 and 31,656 units outstanding)                   7,836,506       11,689,137
General partner (264 and 322 units outstanding)                             79,404          118,900
                                                                      -------------     ------------
Total partners' capital                                                  7,915,910       11,808,037
                                                                      -------------     ------------
Total liabilities and partners' capital                                $ 8,589,066      $13,002,258
                                                                      -------------     ------------
                                                                      -------------     ------------

Net asset value per limited and general partnership unit ('Units')     $    300.77      $    369.26
                                                                      -------------     ------------
                                                                      -------------     ------------
----------------------------------------------------------------------------------------------------
                  The accompanying notes are an integral part of these statements.
</TABLE>
                                       2
<PAGE>
                 PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.
                            (a limited partnership)
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                 Six Months Ended               Three Months Ended
                                                     June 30,                        June 30,
                                            ---------------------------     ---------------------------
                                               2000            1999            2000            1999
<S>                                         <C>             <C>             <C>             <C>
-------------------------------------------------------------------------------------------------------
REVENUES
Net realized gain (loss) on commodity
  transactions                              $(1,145,310)    $ 1,708,103     $  (448,530)    $   872,632
Change in net unrealized gain/loss on
  open commodity positions                     (440,955)       (288,870)       (580,437)        901,514
Interest from U.S Treasury bills                216,220         277,394         100,727         134,169
                                            -----------     -----------     -----------     -----------
                                             (1,370,045)      1,696,627        (928,240)      1,908,315
                                            -----------     -----------     -----------     -----------

EXPENSES
Commissions                                     420,484         674,651         187,156         329,299
Management fees                                 204,163         340,642          89,805         169,870
General and administrative                       33,591          37,420          16,639          18,140
                                            -----------     -----------     -----------     -----------
                                                658,238       1,052,713         293,600         517,309
                                            -----------     -----------     -----------     -----------
Net income (loss)                           $(2,028,283)    $   643,914     $(1,221,840)    $ 1,391,006
                                            -----------     -----------     -----------     -----------
                                            -----------     -----------     -----------     -----------
ALLOCATION OF NET INCOME (LOSS)
Limited partners                            $(2,007,919)    $   637,458     $(1,209,596)    $ 1,377,075
                                            -----------     -----------     -----------     -----------
                                            -----------     -----------     -----------     -----------
General partner                             $   (20,364)    $     6,456     $   (12,244)    $    13,931
                                            -----------     -----------     -----------     -----------
                                            -----------     -----------     -----------     -----------
NET INCOME (LOSS) PER WEIGHTED AVERAGE
LIMITED AND GENERAL PARTNERSHIP UNIT
Net income (loss) per weighted average
  limited and general partnership unit      $    (67.36)    $     16.90     $    (43.27)    $     37.35
                                            -----------     -----------     -----------     -----------
                                            -----------     -----------     -----------     -----------
Weighted average number of
  limited and general partnership units
  outstanding                                    30,109          38,110          28,239          37,242
                                            -----------     -----------     -----------     -----------
                                            -----------     -----------     -----------     -----------
-------------------------------------------------------------------------------------------------------
</TABLE>

                   STATEMENT OF CHANGES IN PARTNERS' CAPITAL
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                              LIMITED       GENERAL
                                                 UNITS       PARTNERS       PARTNER         TOTAL
<S>                                              <C>        <C>             <C>          <C>
----------------------------------------------------------------------------------------------------
Partners' capital--December 31, 1999             31,978     $11,689,137     $118,900     $11,808,037
Net loss                                           --        (2,007,919)     (20,364)     (2,028,283)
Redemptions                                      (5,659)     (1,844,712)     (19,132)     (1,863,844)
                                                 ------     -----------     --------     -----------
Partners' capital--June 30, 2000                 26,319     $ 7,836,506     $ 79,404     $ 7,915,910
                                                 ------     -----------     --------     -----------
                                                 ------     -----------     --------     -----------
----------------------------------------------------------------------------------------------------
                  The accompanying notes are an integral part of these statements.
</TABLE>
                                       3
<PAGE>
                 PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.
                            (a limited partnership)
                         NOTES TO FINANCIAL STATEMENTS
                                 June 30, 2000
                                  (Unaudited)

A. General

   These financial statements have been prepared without audit. In the opinion
of Seaport Futures Management, Inc. (the 'General Partner'), the financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position of
Prudential-Bache Diversified Futures Fund L.P. (the 'Partnership') as of June
30, 2000 and the results of its operations for the six and three months ended
June 30, 2000 and 1999. However, the operating results for the interim periods
may not be indicative of the results expected for the full year.

   Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. It is suggested that these financial statements be
read in conjunction with the financial statements and notes thereto included in
the Partnership's annual report on Form 10-K filed with the Securities and
Exchange Commission for the year ended December 31, 1999.

B. Related Parties

   The General Partner and its affiliates perform services for the Partnership
which include, but are not limited to: brokerage services; accounting and
financial management; registrar, transfer and assignment functions; investor
communications, printing and other administrative services. A portion of the
general and administrative expenses of the Partnership for the six and three
months ended June 30, 2000 and 1999 was borne by Prudential Securities
Incorporated ('PSI') and its affiliates.

   Costs and expenses charged to the Partnership for these services for the six
and three months ended June 30, 2000 and 1999 were:

<TABLE>
<CAPTION>
                                                                           For the three months
                                          For the six months ended                 ended
                                                  June 30,                       June 30,
                                          -------------------------      -------------------------
                                            2000             1999          2000             1999
<S>                                       <C>              <C>           <C>              <C>
                                          --------------------------------------------------------
Commissions                               $420,484         $674,651      $187,156         $329,299
General and administrative                   4,986            2,776         3,049            1,669
                                          --------         --------      --------         --------
                                          $425,470         $677,427      $190,205         $330,968
                                          --------         --------      --------         --------
                                          --------         --------      --------         --------
</TABLE>

   Expenses payable to the General Partner and its affiliates (which are
included in accrued expenses payable) as of June 30, 2000 and December 31, 1999
were $3,950 and $4,750, respectively.

   The Partnership's assets are maintained either in trading or cash accounts
with PSI, the Partnership's commodity broker and an affiliate of the General
Partner, or for margin purposes, with the various exchanges on which the
Partnership is permitted to trade.

   The Partnership, acting through its trading manager, executes
over-the-counter, spot, forward and/or option foreign exchange transactions
with PSI. PSI then engages in back-to-back trading with an affiliate,
Prudential-Bache Global Markets Inc. ('PBGM'). PBGM attempts to earn a profit
on such transactions. PBGM keeps its prices on foreign currency competitive
with other interbank currency trading desks. All over-the-counter currency
transactions are conducted between PSI and the Partnership pursuant to a line
of credit. PSI may require that collateral be posted against the
marked-to-market positions of the Partnership.

C. Derivative Instruments and Associated Risks

   The Partnership is exposed to various types of risk associated with the
derivative instruments and related markets in which it invests. These risks
include, but are not limited to, risk of loss from fluctuations in the

                                       4

<PAGE>
value of derivative instruments held (market risk) and the inability of
counterparties to perform under the terms of the Partnership's investment
activities (credit risk).

Market risk

   Trading in futures and forward (including foreign exchange transactions)
contracts involves entering into contractual commitments to purchase or sell a
particular commodity at a specified date and price. The gross or face amount of
the contracts, which is typically many times that of the Partnership's net
assets being traded, significantly exceeds the Partnership's future cash
requirements since the Partnership intends to close out its open positions prior
to settlement. As a result, the Partnership is generally subject only to the
risk of loss arising from the change in the value of the contracts. As such, the
Partnership considers the 'fair value' of its derivative instruments to be the
net unrealized gain or loss on the contracts. The market risk associated with
the Partnership's commitments to purchase commodities is limited to the gross or
face amount of the contracts held. However, when the Partnership enters into a
contractual commitment to sell commodities, it must make delivery of the
underlying commodity at the contract price and then repurchase the contract at
prevailing market prices. Since the repurchase price to which a commodity can
rise is unlimited, entering into commitments to sell commodities exposes the
Partnership to unlimited risk.

   Market risk is influenced by a wide variety of factors including government
programs and policies, political and economic events, the level and volatility
of interest rates, foreign currency exchange rates, the diversification effects
among the derivative instruments the Partnership holds and the liquidity and
inherent volatility of the markets in which the Partnership trades.

Credit risk

   When entering into futures or forward contracts, the Partnership is exposed
to credit risk that the counterparty to the contract will not meet its
obligations. The counterparty for futures contracts traded in the United States
and on most foreign futures exchanges is the clearinghouse associated with such
exchanges. In general, clearinghouses are backed by the corporate members of the
clearinghouse who are required to share any financial burden resulting from the
nonperformance by one of its members and, as such, should significantly reduce
this credit risk. In cases where the clearinghouse is not backed by the clearing
members (i.e., some foreign exchanges), it is normally backed by a consortium of
banks or other financial institutions. On the other hand, the sole counterparty
to the Partnership's forward transactions is PSI, the Partnership's commodity
broker. The Partnership has entered into a master netting agreement with PSI
and, as a result, presents unrealized gains and losses on open forward positions
as a net amount in the statements of financial condition. The amount at risk
associated with counterparty nonperformance of all of the Partnership's
contracts is the net unrealized gain included in the statements of financial
condition. There can be no assurance that any counterparty, clearing member or
clearinghouse will meet its obligations to the Partnership.

   The General Partner attempts to minimize both credit and market risks by
requiring the Partnership and its trading manager to abide by various trading
limitations and policies. The General Partner monitors compliance with these
trading limitations and policies which include, but are not limited to:
executing and clearing all trades with creditworthy counterparties (currently,
PSI is the sole counterparty or broker), limiting the amount of margin or
premium required for any one commodity or all commodities combined and generally
limiting transactions to contracts which are traded in sufficient volume to
permit the taking and liquidating of positions. Additionally, pursuant to the
Advisory Agreement among the Partnership, the General Partner and the trading
manager, the General Partner has the right, among other rights, to terminate the
trading manager if the net asset value allocated to the trading manager declines
by 50% from the value at the beginning of any year or 40% since the commencement
of trading activities. Furthermore, the Partnership Agreement provides that the
Partnership will liquidate its positions, and eventually dissolve, if the
Partnership experiences a decline in the net asset value to less than 50% of the
value at commencement of trading activities. In each case, the decline in net
asset value is after giving effect for distributions and redemptions. The
General Partner may impose additional restrictions (through modifications of
such trading limitations and policies) upon the trading activities of the
trading manager as it, in good faith, deems to be in the best interests of the
Partnership.

   PSI, when acting as the Partnership's futures commission merchant in
accepting orders for the purchase or sale of domestic futures contracts, is
required by Commodity Futures Trading Commission ('CFTC') regulations to
separately account for and segregate as belonging to the Partnership all assets
of the

                                       5

<PAGE>
Partnership relating to domestic futures trading and is not to commingle such
assets with other assets of PSI. At June 30, 2000, such segregated assets
totalled $6,130,036. Part 30.7 of the CFTC regulations also requires PSI to
secure assets of the Partnership related to foreign futures trading which
totalled $2,459,030 at June 30, 2000. There are no segregation requirements for
assets related to forward trading.

   As of June 30, 2000, all open futures and forward contracts mature within one
year.

   At June 30, 2000 and December 31, 1999, the fair values of open futures and
forward contracts were:

<TABLE>
<CAPTION>
                                                       2000                           1999
                                            --------------------------     --------------------------
                                              Assets       Liabilities       Assets       Liabilities
                                            ----------     -----------     ----------     -----------
<S>                                         <C>            <C>             <C>            <C>
Futures Contracts:
  Domestic exchanges
     Stock indices                          $   --          $    8,075     $   25,150      $  --
     Interest rates                             29,861             938        138,494           9,609
     Currencies                                 --             170,295        255,065          86,970
     Commodities                               165,493          12,365        116,930          88,085
  Foreign exchanges
     Stock indices                              74,850          21,336         35,511           9,447
     Interest rates                             36,774          57,082         78,774          30,983
     Commodities                                10,365          39,341         18,593           7,585
Forward Contracts:
     Currencies                                 --              36,465          6,413          29,850
                                            ----------     -----------     ----------     -----------
                                            $  317,343      $  345,897     $  674,930      $  262,529
                                            ----------     -----------     ----------     -----------
                                            ----------     -----------     ----------     -----------
</TABLE>

                                       6

<PAGE>
                 PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.
                            (a limited partnership)
           ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

   The Partnership commenced operations on October 19, 1988 with gross proceeds
of $30,107,800. After accounting for organizational and offering costs, the
Partnership's net proceeds were $29,387,470.

   At June 30, 2000, 100% of the Partnership's net assets was allocated to
commodities trading. A significant portion of the net asset value was held in
U.S. Treasury bills (which represented approximately 74% of the net asset value
prior to redemptions payable) and cash, which are used as margin for the
Partnership's trading in commodities. Inasmuch as the sole business of the
Partnership is to trade in commodities, the Partnership continues to own such
liquid assets to be used as margin.

   The percentage that U.S. Treasury bills bears to the net assets varies each
day, and from month to month, as the market values of commodity interests
change. The balance of the net assets is held in cash. All interest earned on
the Partnership's interest-bearing funds is paid to the Partnership.

   The commodities contracts are subject to periods of illiquidity because of
market conditions, regulatory considerations and other reasons. For example,
commodity exchanges limit fluctuations in certain commodity futures contract
prices during a single day by regulations referred to as 'daily limits.' During
a single day, no trades may be executed at prices beyond the daily limit. Once
the price of a futures contract for a particular commodity has increased or
decreased by an amount equal to the daily limit, positions in the commodity can
neither be taken nor liquidated unless traders are willing to effect trades at
or within the limit. Commodity futures prices have occasionally moved the daily
limit for several consecutive days with little or no trading. Such market
conditions could prevent the Partnership from promptly liquidating its commodity
futures positions.

   Since the Partnership's business is to trade futures and forward contracts,
its capital is at risk due to changes in the value of these contracts (market
risk) or the inability of counterparties to perform under the terms of the
contracts (credit risk). The Partnership's exposure to market risk is influenced
by a number of factors including the volatility of interest rates and foreign
currency exchange rates, the liquidity of the markets in which the contracts are
traded and the relationships among the contracts held. The inherent uncertainty
of the Partnership's speculative trading as well as the development of drastic
market occurrences could result in monthly losses considerably beyond the
Partnership's experience to date and could ultimately lead to a loss of all or
substantially all of investors' capital. The General Partner attempts to
minimize these risks by requiring the Partnership and its trading manager to
abide by various trading limitations and policies, which include limiting margin
amounts, trading only in liquid markets and utilizing stop loss provisions. See
Note C to the financial statements for a further discussion on the credit and
market risks associated with the Partnership's futures and forward contracts.

   Redemptions recorded for the six and three months ended June 30, 2000 were
$1,844,712 and $571,764, respectively, for the limited partners and $19,132 and
$5,714, respectively, for the General Partner, and from commencement of
operations, October 19, 1988 through June 30, 2000, totalled $48,281,638 for the
limited partners and $1,092,502 for the General Partner. Future redemptions will
impact the amount of funds available for investment in commodity contracts in
subsequent periods.

   The Partnership does not have, nor does it expect to have, any capital
assets.

Results of Operations

   The net asset value per Unit as of June 30, 2000 was $300.77, a decrease of
18.55% from the December 31, 1999 net asset value per Unit of $369.26 and a
decrease of 12.58% from the March 31, 2000 net asset value per Unit of $344.04.

   The Partnership's gross trading gains/(losses) were approximately
$(1,586,000) and $(1,029,000) during the six and three months ended June 30,
2000, respectively, compared to $1,419,000 and $1,774,000 for the corresponding
periods in the prior year. Due to the nature of the Partnership's trading
activities, a period to period comparison of its trading results is not
meaningful. However, a detailed discussion of the Partnership's current quarter
trading results is presented below.

                                       7

<PAGE>
Quarterly Market Overview

   U.S. economic growth remained rapid throughout April and May, evidenced by
economic indicators across the board. Consumer spending trended upward strongly
and housing demand was high. Industrial production and wages expanded briskly in
response to burgeoning domestic demand. Labor markets continued to be very tight
as employment surged. Signs of an economic slowdown appeared towards the end of
the quarter as markets reacted to higher than expected unemployment numbers at
the end of May. However, economic expansion remained robust in most world
markets throughout the quarter. The Japanese economy showed indications of
increased demand in the first five months of 2000. Economic activity in
developing countries also continued. Key South American economies recovered from
recent recessions, while several Asian emerging market countries settled into
growth at a more sustained rate.

   During the quarter, financial markets were dominated by continued volatility
in the equity sector. U.S. equity markets, especially more speculative
technology stocks, experienced a sell-off in April as investors' confidence
declined. Stock indices rallied toward the end of June, but the S&P, Dow, and
NASDAQ all ended the first half of the year down.

   Global bond markets mirrored the volatility of the equity markets. Early in
the quarter, both U.S. and European prices on interest rate instruments fell due
to a rate hike by the European Central Bank at the end of April and a strong
U.S. economy. Global bond prices plummeted again in May in anticipation of a
U.S. interest rate hike. The U.S. Federal Reserve raised rates by 50 basis
points to 6.5%. This forceful policy (more than the 25 basis point increases
implemented since mid 1999) was due to the persistent strength of overall demand
and growing pressure in a tight labor market. As the quarter continued and new
economic data was released, it became apparent that the U.S. economy was
decelerating and bond prices rallied slightly.

   The value of the U.S. dollar appreciated considerably against most major
currencies at the beginning of the quarter, reflecting, in part, the larger
increases in U.S. long-term yields relative to rates in most foreign countries.
The dollar's rise against the euro was sizable, but it also made moderate gains
against the British pound, Japanese yen, and Canadian dollar. In June, as the
U.S. economy showed signs of slowing down, the U.S. dollar weakened against most
major currencies. The euro reached all time lows in May before rallying in June
as a result of solid European economic data and sentiment that the currency was
undervalued. In May, the Japanese yen rose against the U.S. dollar supported by
expectations of a possible change in the Bank of Japan's zero-interest rate
policy. As the Japanese economy failed to sustain its recovery momentum, the yen
lost some ground. The Canadian dollar rallied towards the end of the quarter due
to steady Canadian economic data combined with signs of softening in the U.S.
economy.

   Increased demand caused oil prices to surge at the beginning of the quarter.
In June, OPEC countries agreed to increase oil production as higher gas prices
put inflationary pressure on global economies and oil prices reversed downward.
In the metals markets, the trend of falling prices in April and May reversed
itself later in the quarter as gold soared driven, in part, by weakening in the
U.S. dollar and U.S. economy.

Quarterly Partnership Performance

   The following is a summary of performance for the major sectors in which the
Partnership traded:

   Financial (-): Bond prices rallied following a higher than expected
unemployment number in May and lack of action by the U.S. Federal Reserve at its
meeting in June which resulted in losses in short U.S. bond positions. Losses in
long euro bond positions were due, in part, to actions taken by the European
Central Bank to raise short-term rates in April and June.

   Currency (-): Shifting expectations about the timing of tightening monetary
policy by the Bank of Japan reversed the direction of the yen downward,
resulting in losses for long yen positions.

   Metal (-): Gold markets surged in June as the U.S. dollar fell in response to
an unexpected 0.2% increase in the U.S. unemployment rate, which indicated a
weakening U.S. economy. Short gold positions incurred losses.

   Index (-): The second quarter brought a reversal to global equity markets. A
strong U.S. economy began showing signs of slowdown and U.S. equity markets
experienced an April sell-off. Overall, continued volatility in world markets
resulted in losses in FTSE, S&P, and Nikkei Dow positions.

                                       8
<PAGE>
   Energy (+): Long heating oil positions resulted in gains for the Partnership
as increased demand drove prices upward.

   Grain (+): Short positions in corn resulted in profits. Starting in early
May, favorable growing conditions faced the market with a potentially large crop
and prices trended downward.

   Interest income is earned on the Partnership's investments in U.S. Treasury
bills and varies monthly according to interest rates, as well as the effect of
trading performance and redemptions on the level of interest-bearing funds.
Interest income from U.S. Treasury bills for the six and three months ended June
30, 2000 decreased by approximately $61,000 and $33,000 as compared to the
corresponding periods in 1999. These declines in interest income were the result
of fewer funds being invested in U.S. Treasury bills principally due to
redemptions, as well as weak trading performance since July 1999. These declines
were partially offset by the impact of higher interest rates during the six and
three months ended June 30, 2000 versus the corresponding periods in 1999.

   Commissions paid to PSI are calculated on the Partnership's net asset value
on the first day of each month and, therefore, vary according to trading
performance and redemptions. Commissions decreased by approximately $254,000 and
$142,000 for the six and three months ended June 30, 2000 as compared to the
corresponding periods in 1999 principally due to the effect of weak trading
performance since July 1999 and redemptions on the monthly net asset values.

   All trading decisions for the Partnership are made by John W. Henry &
Company, Inc. Management fees are calculated on the Partnership's net asset
value as of the end of each month and, therefore, are affected by trading
performance and redemptions. Management fees decreased by approximately $136,000
and $80,000 for the six and three months ended June 30, 2000 as compared to the
corresponding periods in 1999 primarily due to fluctuations in monthly net asset
values as described in the discussion on commissions above.

   Incentive fees are based on the New High Net Trading Profits generated by the
trading manager, as defined in the Advisory Agreement among the Partnership, the
General Partner and the trading manager. No incentive fees were earned during
the six and three months ended June 30, 2000 and 1999.

   General and administrative expenses include audit, tax and legal fees as well
as printing and postage costs. General and administrative expenses decreased by
$4,000 and $2,000 for the six and three months ended June 30, 2000 as compared
to the corresponding periods in 1999.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   Information regarding quantitative and qualitative disclosures about market
risk is not required pursuant to Item 305(e) of Regulation S-K.

                                       9

<PAGE>
                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings--There are no material legal proceedings pending by or
        against the Registrant or the General Partner.

Item 2. Changes in Securities--None

Item 3. Defaults Upon Senior Securities--None

Item 4. Submission of Matters to a Vote of Security Holders--None

Item 5. Other Information--Effective July 2000, Joseph A. Filicetti has resigned
        as Executive Vice President and as a Director of Seaport Futures
        Management, Inc.

Item 6. (a) Exhibits

             4.1 Agreement of Limited Partnership of the Registrant, dated as of
                 May 25, 1988 as amended and restated as of July 12, 1988
                 (incorporated by reference to Exhibit 3.1 and 4.1 of
                 Registrant's Annual Report on Form 10-K for the period ended
                 December 31, 1988)

             4.2 Subscription Agreement (incorporated by reference to
                 Exhibit 4.2 to the Registrant's Registration Statement on
                 Form S-1, File No. 33-22100)

             4.3 Request for Redemption (incorporated by reference to
                 Exhibit 4.3 to the Registrant's Registration
                 Statement on Form S-1, File No. 33-22100)

            27.1 Financial Data Schedule (filed herewith)

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

                                       10
<PAGE>
                                   SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.

By: Seaport Futures Management, Inc.
    A Delaware corporation, General Partner

     By: /s/ Steven Carlino                       Date: August 14, 2000
     ----------------------------------------
     Steven Carlino
     Vice President and Treasurer

                                       11


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