TUDOR FUND FOR EMPLOYEES LP
10-Q, 2000-05-15
INVESTORS, NEC
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<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



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



 FOR THE QUARTER ENDED:  3/31/00             COMMISSION FILE NUMBER:  333-52543
                         -------                                      ---------


                                 TUDOR FUND FOR EMPLOYEES L.P.
- --------------------------------------------------------------------------------
                     (Exact name of registrant as specified in its charter)


           Delaware                                             13-3543779
- --------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


600 Steamboat Road, Greenwich, Connecticut                          06830
- --------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)


                                 (203) 863-6700
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)




     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or 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.

                               X    YES           NO
                             -----          -----
<PAGE>

                         PART I - FINANCIAL INFORMATION
                         Item 1. - Financial Statements
                         TUDOR FUND FOR EMPLOYEES L.P.
                        STATEMENTS OF FINANCIAL CONDITION


                                                 MARCH 31,      DECEMBER 31,
                                                   2000            1999
                                                (UNAUDITED)      (AUDITED)
                                              -------------    -------------
                        ASSETS
                        ------
CASH                                            $ 2,502,329    $ 4,225,187

U.S. GOVERNMENT SECURITIES PURCHASED
  UNDER AGREEMENTS TO RESELL
                                                 13,700,000     15,600,000

EQUITY IN COMMODITY TRADING ACCOUNTS:
 Due from broker                                  4,335,700      1,622,633
 Net unrealized gain on open
    commodity interests                             384,064        794,344
                                                -----------    -----------
   Total equity in commodity
     trading accounts                             4,719,764      2,416,977
                                                -----------    -----------

     Total assets                               $20,922,093    $22,242,164
                                                ===========    ===========

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

Redemptions payable                             $   848,498    $ 2,654,830
Pending partner additions                         2,125,206      3,067,980
Management fee payable                               79,391         51,617
Incentive fee payable                                     -         62,184
Accrued professional fees and other                  98,732         73,338
                                                -----------    -----------
     Total liabilities                            3,151,827      5,909,949
                                                -----------    -----------

PARTNERS' CAPITAL:
Limited Partners, 20,000 units authorized
  and 3,033.657 and 2,650.276 outstanding
  at March 31, 2000 and December 31, 1999        16,688,830     15,204,445
General Partner, 196.580 units outstanding
  at March 31, 2000 and December 31, 1999         1,081,436      1,127,770
                                                -----------    -----------

     Total partners' capital                     17,770,266     16,332,215
                                                -----------    -----------

     Total liabilities and partners' capital    $20,922,093    $22,242,164
                                                ===========    ===========


        The accompanying notes are an integral part of these statements.
<PAGE>

                                TUDOR FUND FOR EMPLOYEES L.P.
                                   STATEMENTS OF OPERATIONS
                      FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                         (UNAUDITED)



                                          MARCH 31, 2000      MARCH 31, 1999
                                          --------------      --------------

REVENUES:
Net realized trading losses                 $(433,480)         $(118,563)
Change in net unrealized trading losses      (430,586)          (627,732)
Interest income                               264,384            197,860
                                            ---------          ---------

   Total revenues                            (599,682)          (548,435)
                                            ---------          ---------

EXPENSES:
Brokerage commissions and fees                 74,009             78,813
Management fee                                 79,391             73,931
Professional fees and other                    28,349             27,574
                                            ---------          ---------

   Total expenses                             181,749            180,318
                                            ---------          ---------

   Net loss                                 $(781,431)         $(728,753)
                                            =========          =========

   Limited Partners' Net loss                (735,097)          (685,159)

   General Partners' Net loss                 (46,334)           (43,594)
                                            ---------          ---------

                                            $(781,431)         $(728,753)
                                            =========          =========

   Changes in Net Asset Value per Unit       $(235.70)         $ (221.76)
                                             ========          =========

        Net loss per Unit (Note 2)           $(230.89)         $ (217.66)
                                             ========          =========




        The accompanying notes are an integral part of these statements.
<PAGE>

<TABLE>
<CAPTION>

                                                       TUDOR FUND FOR EMPLOYEES L.P.
                                                 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                                  FOR THE PERIOD ENDED MARCH 31, 2000 AND THE YEAR ENDED DECEMBER 31, 1999



                                           Limited Partners              General Partner
                                      -------------------------   ----------------------------         Total     Net Asset Value
                                        Units         Capital          Units         Capital            Capital        Per Unit
                                      ----------- -------------   -----------    -------------      -----------  ----------------
<S>                                    <C>          <C>                 <C>        <C>                 <C>              <C>
Partners' Capital, January 1, 1999      2,589.821   $13,840,543     196.580         $1,050,569      $14,891,112      $5,344.21
                                       ----------   -----------     -------         ----------      -----------

  Net income                                   --     1,220,159          --             77,201        1,297,360
  TIC 401(k) Plan unit adjustment (a)      14.141            --          --                 --               --
  Capital Contributions                 1,051.500     5,489,765          --                 --        5,489,765
  Redemptions                          (1,005.186)   (5,346,022)         --                 --       (5,346,022)
                                       ----------   -----------     -------         ----------      -----------

Partners' Capital, December 31, 1999    2,650.276    15,204,445     196.580          1,127,770       16,332,215      $5,736.93
 (b)
                                       ----------   -----------     -------         ----------      -----------
  Net loss                                     --      (735,097)         --            (46,334)        (781,431)
  TIC 401(k) Plan unit adjustment (a)       2.841            --          --                 --               --
  Capital Contributions                   534.778     3,067,980          --                 --        3,067,980
  Redemptions                            (154.238)     (848,498)         --                 --         (848,498)
                                       ----------   -----------     -------         ----------      -----------

Partners' Capital, March 31, 2000 (b)   3,033.657   $16,688,830     196.580         $1,081,436      $17,770,266      $5,501.23
                                       ==========   ===========     =======         ==========      ===========

 </TABLE>

(a) See Note 3 - Capital Accounts
(b) See Note 4 - Redemption of Units




        The accompanying notes are an integral part of these statements.
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000
                                  (UNAUDITED)

    (1)  ORGANIZATION
         ------------

        Tudor Fund For Employees L.P. (the "Partnership") was organized under
        the Delaware Revised Uniform Limited Partnership Act (the "Act") on
        November 22, 1989, and commenced trading operations on July 2, 1990.
        Second Management LLC (the "General Partner") was the general partner
        for the Partnership during the quarter ended March 31, 2000 and owned
        approximately 197 units of general partnership interest.  Tudor
        Investment Corporation ("TIC"), an affiliate of the General Partner,
        acts as the trading advisor of the Partnership.  Ownership of limited
        partnership units is restricted to either employees of TIC and its
        principals or its affiliates.

        The objective of the Partnership is to realize capital appreciation
        through speculative trading of commodity futures, forwards, option
        contracts and other commodity interests ("commodity interests").  The
        Partnership will terminate on December 31, 2010 or at an earlier date if
        certain conditions occur as outlined in the Second Amended and Restated
        Limited Partnership Agreement, dated as of May 22, 1996 ("the Limited
        Partnership Agreement").

        DUTIES OF THE GENERAL PARTNER
        -------------------------------

        The General Partner acts as the commodity pool operator for the
        Partnership and is responsible for the selection and monitoring of the
        commodity trading advisors and the commodity brokers used by the
        Partnership.  The General Partner is also responsible for the
        performance of all administrative services necessary to the
        Partnership's operations.

    (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        ------------------------------------------

        ACCOUNTING POLICY
        -----------------

        The financial statements presented have been prepared pursuant to the
        rules and regulations of the Securities and Exchange Commission ("SEC")
        and, in the opinion of management of the General Partner, include all
        adjustments necessary for a fair statement of each period presented.

        REVENUE RECOGNITION
        ---------------------

        Commodity interests are recorded on the trade date at the transacted
        contract price and valued at market or fair value.

        BROKERAGE COMMISSIONS AND FEES
        --------------------------------

        These expenses represent all brokerage commissions, exchange, National
        Futures Association and other fees incurred in connection with the
        execution of commodity interests trades.  Commissions and fees
        associated with open commodity interests at the end of the period are
        accrued.
<PAGE>

        INCENTIVE FEE
        -------------

        The Partnership pays TIC, as trading advisor, an incentive fee equal to
        12% of the Net Trading Profits (as defined in the Limited Partnership
        Agreement), earned as of the end of each fiscal quarter of the
        Partnership.  Effective August 1, 1995, TIC waived its right to receive
        an incentive fee attributable to units held by the TIC 401(k) Savings
        and Profit-Sharing Plan (the "TIC 401(k) Plan").

        MANAGEMENT FEE
        --------------

        The Partnership also pays TIC, for the performance of its duties, a
        monthly management fee equal to 1/12 of 2% (2% per annum) of the
        Partnership's net assets (as defined in the Limited Partnership
        Agreement). Effective August 1, 1995, TIC waived its right to receive a
        management fee attributable to units held by the TIC 401(k) Plan.

        FOREIGN CURRENCY TRANSLATION
        ----------------------------

        Assets and liabilities denominated in foreign currencies are translated
        at month-end exchange rates.  Gains and losses resulting from foreign
        currency transactions are calculated using daily exchange rates and are
        included in the accompanying statements of operations.

        U.S. GOVERNMENT SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL
        ---------------------------------------------------------------

        Securities purchased under agreements to resell are collateralized
        investment transactions and are carried at the amounts at which the
        securities will be subsequently resold plus accrued interest, which
        approximates market value. These transactions are part of the
        Partnership's operating activities, and it is the policy of the
        Partnership to take possession or control of all underlying assets and
        to use such assets as collateral in connection with its trading.

        PENDING PARTNER ADDITIONS
        -------------------------

        Pending partner additions is comprised of cash received prior to the
        last day of the quarter for which units were issued on the first day of
        the subsequent quarter.  Pending partner additions did not participate
        in the earnings of the Partnership until the related units were issued.
<PAGE>

        USE OF ESTIMATES
        ----------------

        The preparation of financial statements in conformity with accounting
        principles generally accepted in the United States requires management
        to make estimates and assumptions that affect the amounts reported in
        the financial statements and accompanying notes.  Management believes
        that the estimates utilized in preparing the financial statements are
        reasonable and prudent, however, actual results could differ from these
        estimates.

        NET LOSS PER UNIT
        -----------------

        Net loss per unit is computed by dividing net income by the monthly
        average of units outstanding at the beginning of each month.

    (3)  CAPITAL ACCOUNTS
         ----------------

        The minimum subscription amount is $1,000 for new Limited Partners.
        Additional contributions may be made in increments of $1,000.  Both
        subscriptions and contributions may be made quarterly, at the beginning
        of the respective month.

        Each partner, including the General Partner, has a capital account with
        an initial balance equal to the amount such partner paid for its units.
        The Partnership's net assets are determined monthly, and any increase or
        decrease from the end of the preceding month is added to or subtracted
        from the capital accounts of the partners based on the ratio that the
        balance of each capital account bears in relation to the balance of all
        capital accounts as of the beginning of the month.  The number of units
        held by the TIC 401(k) Plan will be restated as necessary for management
        and incentive fees attributable to units held at the beginning of each
        month by the TIC 401(k) Plan to equate the per unit value of the TIC
        401(k) Plan's capital account with the Partnership's per unit value.

   (4)  REDEMPTION OF UNITS
        -------------------

        At each quarter-end, units are redeemable at the discretion of each
        Limited Partner. Redemption of units in $1,000 increments and full
        redemption of all units are made at 100% of the net asset value per unit
        effective as of the last business day of any quarter as defined in the
        Limited Partnership Agreement.  Partial redemptions of units which would
        reduce the net asset value of a Limited Partner's unredeemed units to
        less than the minimum investment then required of new Limited Partners
        or such Limited Partner's initial investment, whichever is less, will be
        honored only to the extent of such limitation.

    (5)  INCOME TAXES
         ------------

        No provision for income taxes has been made in the accompanying
        financial statements.  Partners are responsible for reporting income or
        loss based upon their respective shares of revenue and expenses of the
        Partnership.
<PAGE>

    (6) RELATED PARTY TRANSACTIONS
        --------------------------

        The General Partner, due to its relationship with its affiliates and
        certain other parties, may enter into certain related party
        transactions.

        Bellwether Partners LLC ("BPL"), a Delaware limited liability company
        and an affiliate of the General Partner, is the Partnership's primary
        forward contract counterparty.  Effective August 1, 1995, BPL ceased
        charging commissions for transacting the Partnership's foreign exchange
        and commodity forward contracts.  The Partnership typically has on
        deposit with BPL, as collateral for forward contracts, up to 5% of the
        Partnership's net assets.

        Bellwether Futures LLC ("BFL"), a Delaware limited liability company, is
        an affiliate of the General Partner and is qualified to do business in
        Illinois.  Effective January 1, 1996, BFL ceased collecting give-up fees
        from the Partnership as compensation for assisting in the execution of
        treasury bond futures by floor brokers on the Chicago Board of Trade.

        TIC receives incentive and management fees as compensation for acting as
        trading advisor (Note 2).

    (7) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONCENTRATION OF
        ----------------------------------------------------------------------
        CREDIT RISK
        -----------

        During June 1998, the Financial Accounting Standards Board issued
        Statement of Financial Accounting Standards ("SFAS") No. 133,
        "Accounting for Derivative Instruments and Hedging Activities".  The
        statement requires the Partnership to recognize all derivatives in the
        statements of financial condition at fair value with adjustments to fair
        value recorded through income.  SFAS No. 137, "Accounting for Derivative
        Instruments and Hedging Activities - Deferral of Effective Date of SFAS
        No. 133," amended SFAS No.133 to be effective for fiscal years beginning
        after June 15, 2000 (January 1, 2001, for all companies with a calendar-
        year fiscal year).  The Partnership has elected early adoption of SFAS
        No. 133 and, accordingly, its standards are applied in the accompanying
        financial statements.  The Partnership has always maintained a policy of
        valuing its security and commodity interests at market values or
        estimated fair values and of including any unrealized gains and losses
        in results of operations.  Accordingly, the adoption of SFAS No. 133 has
        not resulted in a valuation or an accounting change in the accompanying
        financial statements.

        In the normal course of business, the Partnership is a party to a
        variety of off-balance sheet financial instruments in connection with
        its trading activities.  These activities include the trading of
        financial futures, forwards, swaps, exchange traded and negotiated over-
        the-counter options and other commodity interests.  These financial
        instruments give rise to market and credit risk in excess of the amounts
        recognized in the statements of financial condition.  The Partnership is
        subject to market and credit risk associated with changes in the value
        of underlying financial instruments, as well as the loss of appreciation
        on certain instruments, if its counterparties fail to perform.

        TIC takes an active role in managing and controlling the Partnership's
        market and credit risks and has established formal control procedures
        that are reviewed on an ongoing basis.  TIC attempts to minimize credit
        risk exposure to trading counterparties and brokers through formal
        credit policies and monitoring procedures.
<PAGE>

        In order to control the Partnership's market exposure, TIC applies risk
        management guidelines and policies designed to protect the Partnership's
        capital.  These guidelines and policies include quantitative and
        qualitative criteria for evaluating the appropriate risk levels for the
        Partnership.  TIC's Risk Management Committee, comprised of senior
        personnel from different disciplines throughout the firm, regularly
        assesses and evaluates the Partnership's potential exposures to the
        financial markets based on analysis provided by the Risk Management
        Department.  The Risk Management Department's responsibilities include:
        focusing on the positions taken in various instruments and markets
        globally; ascertaining that all such positions are accurately reflected
        on the Partnership's position reports; and evaluating the risk exposure
        associated with all of those positions.

        The Partnership uses a statistical technique known as Value at Risk
        ("VaR") to assist the Risk Management Department in measuring its
        exposure to market risk related to its trading positions.  The VaR model
        projects potential losses in the portfolio and is based on a methodology
        which uses a one-year observation period of hypothetical daily changes
        in trading portfolio value, a one-day holding period and one standard
        deviation level.  These figures can be scaled-up to indicate risk
        exposure at the 95% or 99% confidence level.

        Cash and due from brokers are due principally from high credit quality
        international financial institutions.

        Exchange traded futures and option contracts are marked-to-market daily,
        with variations in value settled on a daily basis with the exchange upon
        which they are traded and with the futures commission merchant through
        which the commodity futures and options are executed.  Forwards are
        generally settled with the counterparties two days after the trade date.

        In general, exchange traded futures and option contracts possess low
        credit risk as most exchanges act as principal to a Futures Commission
        Merchant ("FCM") on all commodity transactions.  Furthermore, most
        global exchanges require FCMs to segregate client funds to ensure ample
        customer protection in the event of an FCM's default.  The Partnership
        monitors the creditworthiness of its FCMs and, when deemed necessary,
        reduces its exposure to these FCMs.  The Partnership's credit risk
        associated with the nonperformance of these FCMs in fulfilling
        contractual obligations can be directly impacted by volatile financial
        markets.  A substantial portion of the Partnership's open financial
        futures positions were transacted with major international FCMs.  BPL is
        the Partnership's primary forward contract counterparty (Note 6).
        Notwithstanding the risk monitoring and credit review performed by TIC
        with respect to its FCMs and counterparties, including BPL, there is
        always a risk of nonperformance.

        Generally, financial contracts can be closed out at TIC's discretion.
        An illiquid or closed market, however, could prevent the closeout of
        positions.

        TIC has a formal Credit Committee, comprised of senior managers from
        different disciplines throughout the firm, that meets regularly to
        analyze the credit risk associated with the Partnership's
        counterparties, intermediaries and service providers.  A significant
        portion of the Partnership's positions are invested with or held at
        institutions with high credit standing.  TIC establishes counterparty
        exposure limits and specifically designates which product types are
        approved for trading.
<PAGE>

The following table summarizes March 31, 2000 and December 31, 1999 assets and
liabilities resulting from unrealized gains and losses on derivative instruments
included in the statements of financial condition (000's omitted):


                                          March 31, 2000      December 31,1999
                                      --------------------- --------------------
                                      Assets    Liabilities  Assets  Liabilities
                                      ------    -----------  ------  -----------
Exchange Traded Contracts:
   Interest Rate Contracts-
         Domestic                       $41           $-       $230      $12
         Foreign                        121           70         14        -

   Foreign Exchange Contracts-
         Financing Futures Contracts      -            -          -        -
         Forward Currency Contracts       -            4         64        -

   Equity Index Futures-
         Domestic                         3          139          -        -
         Foreign                        156            -         56        3

Over-the-Counter Contracts:
         Commodity Swaps                204            -         27        -
         Equity Index Swaps              39            -          -        1
         Interest Rate Swap               -            -        236        -

Non-Financial Derivative Instruments     44           11        183        -
                                       ----         ----       ----       --

                        Total          $608         $224       $810      $16
                                       ====         ====       ====      ===
<PAGE>

   ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
   -------  -------------------------------------------------------------
            RESULTS OF OPERATIONS
            ---------------------

     The Partnership commenced operations on July 2, 1990. Following the closing
     of the initial offering period, the Partnership had 37 Limited Partners who
     subscribed for 421 units for $421,000. In addition, the General Partner
     purchased 400 units of general partnership interest for $400,000.  The
     Partnership had additions of $3,067,980 and redemptions of $848,498 during
     the quarter ended March 31, 2000 (the "Current Quarter").  From its
     inception through April 1, 2000, the Partnership received total Limited
     Partner subscriptions and contributions of $30,992,791 and had total
     withdrawals of $24,019,774.  In addition, the General Partner contributed
     $1,900,000 since inception.  The General Partner redeemed $2,000,000 on
     March 31, 1994 and $1,400,000 on December 31, 1996.  The General Partner's
     equity in the Partnership as of March 31, 2000 was approximately $1,081,000
     representing approximately 6% of the Partnership's equity.  At April 1,
     2000, the Partnership had a total of 96 Limited Partners.

     As specified in its Limited Partnership Agreement, the Partnership may
     accept investments from certain employee benefit plans to the extent that
     such investment does not exceed 25% of the aggregate value of outstanding
     units, excluding units held by the General Partner and its affiliates.  On
     August 1, 1995, the Partnership accepted an investment of $99,306 from the
     Tudor Investment Corporation 401(k) Savings and Profit-Sharing Plan (the
     "TIC 401(k) Plan"), a qualified plan organized for the benefit of employees
     of TIC and certain of its affiliates.  The Partnership has received TIC
     401(k) Plan contributions in the aggregate amount from inception through
     April 1, 2000 of $3,445,994.  The TIC 401(k) Plan's equity in the
     Partnership as of April 1, 2000 was approximately $3,792,000 representing
     approximately 19.1% of the Partnership's equity or approximately 20.9%
     excluding units held by the General Partner and its affiliates.  TIC has
     waived its right to receive management and incentive fees attributable to
     units held by the TIC 401(k) Plan.  The number of units of limited
     partnership interest held by the TIC 401(k) Plan will be restated as
     necessary to equate the per unit value of the TIC 401(k) Plan's capital
     account with the Partnership's per unit value.  Furthermore, BPL ceased
     charging commissions for transacting the Partnership's foreign exchange
     spot and forward and commodity forward contracts.

(1) LIQUIDITY
    ---------

     The Partnership's assets are deposited and maintained with BPL, banks or in
     trading accounts with clearing brokers, and are used by the Partnership as
     margin and collateral to engage in futures, option, and forward contract
     trading.  Securities purchased under agreements to resell are collaterlized
     investment transactions and are carried at the amount the securities will
     be subsequently resold plus accrued interest, which approximates market.
     As of March 31, 2000 and December 31, 1999, U.S. Government Securities
     purchased under agreements to resell maturing April 3, 2000 and January 3,
     2000, represented approximately 65% and 70% of the total assets of the
     Partnership.  The percentage that U.S. Government Securities purchased
     under agreements to resell bear to the total assets varies daily and
     monthly, as the market value of commodity interest contracts changes, as
     Government Securities are resold, and as the Partnership sells or redeems
     units.  Since the Partnership's sole purpose is to trade in futures,
     option, and forward contracts, and other commodity interest contracts, it
     is anticipated that the Partnership will continue to maintain substantial
     liquid assets for margin purposes.  Interest income for the Current Quarter
     was $264,384 compared to $197,860 during the quarter ended March 31, 1999.
     This increase was due to an increase in the Partnership's assets and
     liquidity in the Partnership.

<PAGE>

     Cash and cash equivalents are part of the Partnership's inventory.  Cash
     deposited with banks represented approximately 12% and 19% of the
     Partnership's assets as of March 31, 2000 and December 31, 1999.  The cash
     and U.S. Government securities purchased under agreements to resell satisfy
     the Partnership's need for cash on both a short-term and long-term basis.

     Since futures contract trading generates a significant percentage of the
     Partnership's income, any restriction or limit on that trading may render
     the Partnership's investment in futures contracts illiquid.  Most commodity
     exchanges limit fluctuations in certain commodity contract prices during a
     single day by regulations referred to as a "daily price fluctuation limit"
     or "daily limits".  Pursuant to such regulations, during a single trading
     day, no trade may be executed at a price beyond the daily limits.  If the
     price for a contract or a particular commodity has increased or decreased
     by an amount equal to the "daily limit," positions in such contracts can
     neither be taken nor liquidated unless traders are willing to effect trades
     at or within the limit.  Commodity interest contract 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 positions.

(2) CAPITAL RESOURCES
    -----------------

     The Partnership does not have, nor does it expect to have, any fixed
     assets.  Redemptions and additional sales of Units in the future will
     impact the amount of funds available for investments in commodity interest
     contracts in subsequent periods.  As the amount of capital changes, the
     size of the positions taken by the Partnership is adjusted.

     The Partnership is currently open to new investments, which can be made
     quarterly.  Such investments are limited to employees of TIC and its
     principals or its affiliates and certain employee benefit plans, including,
     but not limited to, the TIC 401(k) Plan.

(3) RESULTS OF OPERATIONS
    ---------------------

     The following table compares Net Asset Value per Unit as of March 31, 2000
and 1999:



                   Net Asset Value      Decrease During
                       per Unit             Quarter
                   ---------------    -------------------
                                          $          %
                                      -------------------

March 31, 2000         $5,501.23      $(235.70)    (4.11%)
March 31, 1999         $5,122.45      $(221.76)    (4.15%)
<PAGE>

     Net trading gains and losses includes realized and unrealized trading gains
     and losses and commissions from strategies that use a variety of derivative
     financial instruments are recorded in the statements of operations.  The
     following table summarizes the components (in thousands) of net trading
     gains and losses, for the three months ended March 31, 2000 and 1999.






                                               March 31, 2000     March 31, 1999
                                               --------------     --------------
Exchange Traded Contracts:

Interest Rate Futures and Options Contracts-
        Domestic                                 $ (118)               $ 24
        Foreign                                    (306)               (343)

Foreign Exchange Contracts-                        (416)               (556)

Equity Index Futures-
        Domestic                                    138                (195)
        Foreign                                    (493)               (605)

Over-the-Counter Contracts:
        Forward Currency Contracts                 (103)                722
        Commodity Swaps                             140                  99
        Equity Index Swaps                           50                 (60)
        Interest Rate Swaps                          37

Non-Derivative Financial Instruments                133                  89
                                                 -------             ------

                Total                            $ (938)             $ (825)
                                                 =======             ======



    Since the Partnership is a speculative trader in the commodities markets,
    current year results are not comparable to previous year's results.  The
    following table illustrates the Partnership's net trading gains and losses
    as a return on average Net Assets and brokerage commissions and fees as a
    percentage of Net Assets.


                                                       Three Months Ended,
                                                    ----------------------------
                                                       March 31,       March 31,
                                                         2000            1999
                                                    -------------    -----------
Net trading gains and losses as a % of Net Assets       (4.9)%         (4.7)%
Brokerage Commissions & Fees as a % of Net Assets        0.4%           0.5%


     In general, commission rates have remained stable. Professional fees and
     other expenses during the Current Quarter remained stable as compared to
     the quarter ended March 31, 1999.

     Inflation is not expected to be a major factor in the Partnership's
     operations, except that traditionally the commodities markets have tended
     to be more active.  Since the commencement of the Partnership's trading
     operations in July 1990, inflation has not been a major factor in the
     Partnership's operations.
<PAGE>

(4)  RISK MANAGEMENT.
     ---------------

     In the normal course of business, the Partnership is a party to a variety
     of off-balance sheet financial instruments in connection with its trading
     activities.  These activities include the trading of financial futures,
     forwards, swaps, exchange traded and negotiated over-the-counter options
     and other commodity interests. These financial instruments give rise to
     market and credit risk in excess of the amounts recognized in the
     statements of financial condition. The Partnership is subject to market and
     credit risk associated with changes in the value of underlying financial
     instruments, as well as the loss of appreciation on certain instruments if
     its counterparties fail to perform.

     TIC takes an active role in managing and controlling the Partnership's
     market and credit risks and has established formal control procedures that
     are reviewed on an ongoing basis.  TIC attempts to minimize credit risk
     exposure to trading counterparties and brokers through formal credit
     policies and monitoring procedures.

     In order to control the Partnership's market exposure, TIC applies risk
     management guidelines and policies designed to protect the Partnership's
     capital.  These guidelines and policies include quantitative and
     qualitative criteria for evaluating the appropriate risk levels for the
     Partnership.  TIC's Risk Management Committee, comprised of senior
     personnel from different disciplines throughout the firm, regularly
     assesses and evaluates the Partnership's potential exposures to the
     financial markets based on analysis provided by the Risk Management
     Department.  The Risk Management Department's responsibilities include:
     focusing on the positions taken in various instruments and markets
     globally; ascertaining that all such positions are accurately reflected on
     the Partnership's position reports; and evaluating the risk exposure
     associated with all of those positions.

     The Partnership uses a statistical technique known as Value at Risk ("VaR")
     to assist the Risk Management Department in measuring its exposure to
     market risk related to its trading positions.  The VaR model projects
     potential losses in the portfolio and is based on a methodology which uses
     a one-year observation period of hypothetical daily changes in trading
     portfolio value, a one-day holding period and one standard deviation level.
     These figures can be scaled-up to indicate risk exposure at the 95% or 99%
     confidence level.

     TIC has a formal Credit Committee, comprised of senior managers from
     different disciplines throughout the firm, that meets regularly to analyze
     the credit risk associated with the Partnership's counterparties,
     intermediaries and service providers.  A significant portion of the
     Partnership's positions are invested with or held at institutions with high
     credit standing.  TIC establishes counterparty exposure limits and
     specifically designates which product types are approved for trading.
<PAGE>

     The following table illustrates the VaR for each component of market risk
     as of March 31, 2000.  The dollar values represent the VaR scaled up to a
     95% confidence level.


                                                          VaR
                                                 1 Standard Deviation
Risk Factors                                        (95% Confidence)
- ------------                                     ------------------------
Interest rate futures and option contracts-

        Domestic                                          $ 26,600
        Foreign                                            128,000

     Foreign exchange contracts                              8,800

     Equity index futures-
        Domestic                                           207,000
        Foreign                                            119,700

     Non-derivative financial instruments                   92,300
                                                          --------
                                                          $582,400
                                                          ========


<PAGE>

                          PART II - OTHER INFORMATION


    CHANGES IN SECURITIES AND USE OF PROCEEDS
    -----------------------------------------

     The Partnership initially registered 10,000 Units of Limited Partnership
     Interest pursuant to a registration statement (Commission file number 33-
     33982) that was declared effective on June 22, 1990.  The Partnership
     registered an additional 10,000 Units of Limited Partnership Interest on
     June 9, 1998 (Commission file number 333-52543).  Of the 20,000 Units that
     have been registered, 10,855.093 Units having an aggregate value of
     $30,992,791 have been sold through April 1, 2000.



<PAGE>

                                   SIGNATURES


    Pursuant to the requirements of Section 13 or 15(d) 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.




    TUDOR FUND FOR EMPLOYEES L.P.

     By:  Second Management LLC,
          General Partner



     By:  /s/   Mark F. Dalton
          -------------------------------
          Mark F. Dalton,
          President of the General Partner


    By:   /s/ Mark Pickard
          -----------------------------------
          Mark Pickard,
          Managing Director and
          Chief Financial Officer of the
          General Partner



May 15, 2000

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                       2,502,329
<SECURITIES>                                13,700,000
<RECEIVABLES>                                4,719,764
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            20,922,093
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              20,922,093
<CURRENT-LIABILITIES>                        3,151,827
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  17,770,266
<TOTAL-LIABILITY-AND-EQUITY>                20,922,093
<SALES>                                      (599,682)
<TOTAL-REVENUES>                             (599,682)
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               181,749
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              (781,431)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (781,431)
<EPS-BASIC>                                   (235.70)
<EPS-DILUTED>                                        0


</TABLE>


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