PRUDENTIAL SECURITIES AGGRESSIVE GROWTH FUND LP, 10-Q, 1997-11-14

PRUDENTIAL SECURITIES AGGRESSIVE GROWTH FUND LP
10-Q, 1997-11-14
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES

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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 1997

/ /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: 0-26002

PRUDENTIAL SECURITIES AGGRESSIVE GROWTH FUND L.P.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)

Delaware 13-3702808
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

One New York Plaza, 14th 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 SECURITIES AGGRESSIVE GROWTH FUND L.P.
(a limited partnership)
STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------
ASSETS
Equity in commodity trading accounts:
Cash $ 2,051,204 $2,303,638
U.S. Treasury bills, at amortized cost 6,061,656 7,205,981
Net unrealized gain on open commodity positions 85,361 239,559
------------- ------------
Net equity 8,198,221 9,749,178
Organizational costs, net 2,098 5,157
------------- ------------
Total assets $ 8,200,319 $9,754,335
------------- ------------
------------- ------------

LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Redemptions payable $ 744,774 $ 650,836
Accrued expenses 80,505 77,089
Options, at market 36,325 28,167
Management fees payable 13,506 16,082
------------- ------------
Total liabilities 875,110 772,174
------------- ------------

Commitments
Partners' capital
Limited partners (71,938.041 and 91,609.501 units outstanding) 7,251,919 8,892,274
General partner (727 and 926 units outstanding) 73,290 89,887
------------- ------------
Total partners' capital 7,325,209 8,982,161
------------- ------------
Total liabilities and partners' capital $ 8,200,319 $9,754,335
------------- ------------
------------- ------------
Net asset value per limited and general partnership unit ('Units') $ 100.81 $ 97.07
------------- ------------
------------- ------------
- ----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements
</TABLE>
2
<PAGE>
PRUDENTIAL SECURITIES AGGRESSIVE GROWTH FUND L.P.
(a limited partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
---------------------------- ----------------------------
1997 1996 1997 1996
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
REVENUES
Net realized gain (loss) on
commodity transactions $ 751,706 $ (720,511) $ 978,188 $ 101,032
Change in net unrealized gain on
open commodity positions (87,118) 353,448 (221,870) 960,560
Interest from U.S. Treasury bills 241,658 310,717 78,376 84,274
Other interest income 116,193 75,333 79,132 24,063
----------- ------------ ----------- ------------
1,022,439 18,987 913,826 1,169,929
----------- ------------ ----------- ------------

EXPENSES

Commissions 483,371 615,747 154,880 172,145
Other transaction fees 46,920 47,754 11,786 10,100
Management fees 121,462 152,673 39,915 44,609
Incentive fees 19,952 -- 19,952 --
General and administrative 115,711 110,682 27,875 43,288
Amortization of organizational
costs 2,275 3,340 702 1,016
----------- ------------ ----------- ------------
789,691 930,196 255,110 271,158
----------- ------------ ----------- ------------
Net income (loss) $ 232,748 $ (911,209) $ 658,716 $ 898,771
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
ALLOCATION OF NET INCOME (LOSS)
Limited partners $ 230,379 $ (896,402) $ 652,084 $ 889,777
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
General partner $ 2,369 $ (14,807) $ 6,632 $ 8,994
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
NET INCOME (LOSS) PER WEIGHTED
AVERAGE LIMITED AND GENERAL
PARTNERSHIP UNIT
Net income (loss) per weighted
average limited and general
partnership unit $ 2.70 $ (7.36) $ 8.23 $ 7.93
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
Weighted average number of limited
and general partnership units
outstanding 86,234.388 123,811.764 80,055.135 113,315.480
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
- ----------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements
</TABLE>
3
<PAGE>
PRUDENTIAL SECURITIES AGGRESSIVE GROWTH FUND L.P.
(a limited partnership)
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
<TABLE>
<CAPTION>
LIMITED GENERAL
UNITS PARTNERS PARTNER TOTAL
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Partners' capital--December 31, 1996 92,535.501 $ 8,892,274 $ 89,887 $ 8,982,161
Net income -- 230,379 2,369 232,748
Redemptions (19,870.460) (1,870,734) (18,966) (1,889,700)
----------- ----------- -------- -----------
Partners' capital--September 30, 1997 72,665.041 $ 7,251,919 $ 73,290 $ 7,325,209
----------- ----------- -------- -----------
----------- ----------- -------- -----------
- -------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of this statement
</TABLE>
4
<PAGE>
PRUDENTIAL SECURITIES AGGRESSIVE GROWTH FUND L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(Unaudited)

A. General

These financial statements have been prepared without audit. In the opinion
of management, the financial statements contain all adjustments (consisting of
only normal recurring adjustments) necessary to present fairly the financial
position of Prudential Securities Aggressive Growth Fund L.P. (the
'Partnership') as of September 30, 1997 and the results of its operations for
the nine and three months ended September 30, 1997. However, the operating
results for the interim periods may not be indicative of the results expected
for a 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, 1996 (the 'Annual Report').

B. Related Parties

Prudential Securities Futures Management Inc. (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. The costs incurred for these services were:

<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
--------------------- ---------------------
1997 1996 1997 1996
<S> <C> <C> <C> <C>
-------------------------------------------------------------------------------------
Commissions $ 483,371 $ 615,747 $ 154,880 $ 172,145
General and administrative 63,311 58,734 18,474 18,187
--------- --------- --------- ---------
$ 546,682 $ 674,481 $ 173,354 $ 190,332
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

Expenses payable to the General Partner and its affiliates as of September
30, 1997 and December 31, 1996 were $38,088 and $21,231, respectively.

The General Partner is a wholly-owned subsidiary of Prudential Securities
Incorporated ('PSI'). The Partnership maintains its trading and cash accounts at
PSI, the Partnership's commodity broker. Approximately 75% of the Partnership's
assets are invested in interest-earning U.S. Treasury obligations (primarily
U.S. Treasury bills), a significant portion of which is utilized for margin
purposes for the Partnership's trading activities. As described in the Annual
Report, all commissions for brokerage services are paid to PSI.

In connection with the Partnership's interbank transactions, PSI engages in
foreign currency forward transactions with the Partnership and an affiliate of
PSI who, as principal, attempts to earn a profit on the bid-ask spreads (which
must be competitive) on any foreign currency forward transactions entered into
between the Partnership and PSI, on the one hand, and PSI and such affiliate on
the other. In connection with its trading of foreign currencies in the interbank
market, PSI may arrange bank lines of credit at major international banks. To
the extent such lines of credit are arranged, PSI does not charge the
Partnership for maintaining such lines of credit, but requires margin deposits
with respect to forward contract transactions.

As of September 30, 1997, a non-U.S. affiliate of the General Partner owns
249.772 limited partnership units of the Partnership.

5
<PAGE>
C. Credit and Market Risk

Futures, forward and options contracts involve varying degrees of off-balance
sheet risk; and changes in the level of volatility of interest rates, foreign
currency exchange rates or the market values of the contracts (or commodities
underlying the contracts) frequently result in changes in the Partnership's
unrealized gain (loss) on open commodity positions reflected in the statements
of financial condition. The Partnership's exposure to market risk is influenced
by a number of factors including the relationships among the contracts held by
the Partnership as well as the liquidity of the markets in which the contracts
are traded.

Futures and options contracts are traded on organized exchanges and are thus
distinguished from forward contracts which are entered into privately by the
parties. The credit risks associated with futures and options contracts are
typically perceived to be less than those associated with forward contracts,
because exchanges typically provide clearinghouse arrangements in which the
collective credit (subject to certain limitations) of the members of the
exchanges is pledged to support the financial integrity of the exchange. On the
other hand, the Partnership must rely solely on the credit of its broker (PSI)
with respect to forward transactions. To the extent that the Partnership engages
in forward transactions, it will present its unrealized gains and losses on open
forward positions as a net amount in its statements of financial condition
because it has a master netting agreement with PSI.

The General Partner attempts to minimize both credit and market risks by
requiring the Partnership's trading managers 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. The General Partner
may impose additional restrictions (through modifications of such trading
limitations and policies) upon the trading activities of the trading managers 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 and options
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 Partnership relating to domestic futures and
options trading and is not to commingle such assets with other assets of PSI. At
September 30, 1997 and December 31, 1996, such segregated assets totalled
$5,854,557 and $6,681,753, respectively. Part 30.7 of the CFTC regulations also
requires PSI to secure assets of the Partnership related to foreign futures and
options trading which totalled $2,307,339 and $3,039,258 at September 30, 1997
and December 31, 1996, respectively. There are no segregation requirements for
assets related to forward trading.

As of September 30, 1997 and December 31, 1996, the Partnership's open
futures and options contracts mature within nine months.

At September 30, 1997 and December 31, 1996, gross contract amounts of open
futures and options contracts were:

<TABLE>
<CAPTION>
September 30, 1997 December 31, 1996
------------------ -----------------
<S> <C> <C>
Financial Futures and Options Contracts:
Commitments to purchase $ 21,161,863 $ 164,104,016
Commitments to sell $ 47,419 $ 27,390,279
Currency Futures Contracts:
Commitments to purchase $ 2,506,248 $ 6,277,845
Commitments to sell $ 1,818,640 $ 2,997,574
Other Futures Contracts:
Commitments to purchase $ -- $ 87,850
</TABLE>
6
<PAGE>
The gross contract amounts represent the Partnership's potential involvement
in a particular class of financial instrument (if it were to take or make
delivery on an underlying futures or options contract). The gross contract
amounts significantly exceed the future cash requirements as the Partnership
intends to close out open positions prior to settlement and thus 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 futures,
forward and options contracts to be the net unrealized gain or loss on the
contracts (plus premiums on options). Thus, the amount at risk associated with
counterparty nonperformance of all contracts is the net unrealized gain included
in the statements of financial condition. The market risk associated with the
Partnership's commitments to purchase commodities is limited to the gross
contract amounts involved, while the market risk associated with its commitments
to sell is unlimited since the Partnership's potential involvement is to make
delivery of an underlying commodity at the contract price; therefore, it must
repurchase the contract at prevailing market prices.

At September 30, 1997 and December 31, 1996, the fair value of open futures
and options contracts were:

<TABLE>
<CAPTION>
September 30, 1997 December 31, 1996
----------------------- ------------------------
Fair Value Fair Value
----------------------- ------------------------
Assets Liabilities Assets Liabilities
------- ----------- -------- -----------
<S> <C> <C> <C> <C>
Futures Contracts:
Domestic exchanges
Financial $ -- $ -- $ -- $ 1,350
Currencies 26,256 8,719 150,473 5,008
Other -- -- -- 5,010
Foreign exchanges
Financial 72,010 4,186 236,276 135,822
Options Contracts:
Domestic exchanges
Financial -- 36,325 -- 12,450
Foreign exchanges
Financial -- -- -- 15,717
------- ----------- -------- -----------
$98,266 $49,230 $386,749 $ 175,357
------- ----------- -------- -----------
------- ----------- -------- -----------
</TABLE>

The following table presents the average fair value of futures and options
contracts during the nine and three months ended September 30, 1997 and 1996,
respectively.
<TABLE>
<CAPTION>
For the nine months ended For the three months ended
<S> <C> <C> <C> <C> <C> <C> <C> <C>
September 30, 1997 September 30, 1996 September 30, 1997 September 30, 1996

<CAPTION>
-------------------------------------------------- --------------------------------------------------
Average Fair Value Average Fair Value Average Fair Value Average Fair Value
----------------------- ----------------------- ----------------------- -----------------------
Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities
-------- ----------- -------- ----------- -------- ----------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Futures Contracts:
Domestic exchanges
Financial $ 20,679 $ 519 $ 13,070 $ 886 $ 23,039 $ 258 $ 188 $ 484
Currencies 106,905 6,607 51,933 7,781 83,412 4,812 28,579 9,972
Other -- 501 -- 83 -- -- -- 206
Foreign exchanges
Financial 206,018 39,768 318,964 23,842 266,959 26,708 366,418 19,043
Options Contracts:
Domestic exchanges
Financial -- 27,463 -- -- -- 33,931 -- --
Currencies 2,880 8,221 -- -- 7,200 4,650 -- --
Foreign exchanges
Financial 4,923 3,251 -- -- 708 102 -- --
-------- ----------- -------- ----------- -------- ----------- -------- -----------
$341,405 $86,330 $383,967 $32,592 $381,318 $70,461 $395,185 $29,705
-------- ----------- -------- ----------- -------- ----------- -------- -----------
-------- ----------- -------- ----------- -------- ----------- -------- -----------
</TABLE>
7
<PAGE>
The following table presents the net realized gains (losses) and the change
in net unrealized gains/losses of futures and options contracts during the nine
months ended September 30, 1997 and 1996, respectively.

<TABLE>
<CAPTION>
For the nine months ended For the nine months ended
September 30, 1997 September 30, 1996
----------------------------------------------- -----------------------------------------------
Change in Net Change in Net
Net Realized Unrealized Net Realized Unrealized
Gains (Losses) Gains/Losses Total Gains (Losses) Gains/Losses Total
-------------- -------------- --------- -------------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Futures Contracts:
Domestic exchanges
Financial $171,531 $ 1,350 $ 172,881 $ 10,425 $(33,063) $ (22,638)
Currencies 175,223 (127,928) 47,295 (85,875) 48,425 (37,450)
Other (3,227) 5,010 1,783 -- (825) (825)
Foreign exchanges
Financial 414,898 (32,630) 382,268 (645,061) 338,911 (306,150)
Options Contracts:
Domestic exchanges
Financial 48,199 13,744 61,943 -- -- --
Currencies 30,544 -- 30,544 -- -- --
Foreign exchanges
Financial (85,462) 53,336 (32,126) -- -- --
-------------- -------------- --------- -------------- -------------- ---------
$751,706 $ (87,118) $ 664,588 $ (720,511) $353,448 $(367,063)
-------------- -------------- --------- -------------- -------------- ---------
-------------- -------------- --------- -------------- -------------- ---------
</TABLE>

The following table presents the net realized gains (losses) and the change
in net unrealized gains/losses of futures and options contracts during the three
months ended September 30, 1997 and 1996, respectively.

<TABLE>
<CAPTION>
For the three months ended For the three months ended
September 30, 1997 September 30, 1996
----------------------------------------------- ------------------------------------------------
Change in Net Change in Net
Net Realized Unrealized Net Realized Unrealized
Gains (Losses) Gains/Losses Total Gains (Losses) Gains/Losses Total
-------------- -------------- --------- -------------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Futures Contracts:
Domestic exchanges
Financial $ 31,362 $ (7,019) $ 24,343 $ (20,156) $ 2,250 $ (17,906)
Currencies 92,584 (35,807) 56,777 (117,046) 49,610 (67,436)
Other -- -- -- -- (825) (825)
Foreign exchanges
Financial 803,192 (183,741) 619,451 238,234 909,525 1,147,759
Options Contracts:
Domestic exchanges
Financial 49,566 8,530 58,096 -- -- --
Currencies 16,425 (17,629) (1,204) -- -- --
Foreign exchanges
Financial (14,941) 13,796 (1,145) -- -- --
-------------- -------------- --------- -------------- -------------- ----------
$978,188 $ (221,870) $ 756,318 $ 101,032 $960,560 $1,061,592
-------------- -------------- --------- -------------- -------------- ----------
-------------- -------------- --------- -------------- -------------- ----------
</TABLE>

D. Subsequent Event

Effective October 1, 1997, all assets previously managed by Sjo, Inc. ('Sjo')
were reallocated to Eagle Trading Systems, Inc. ('Eagle'). Eagle receives
management fees at the same rate as did Sjo (a monthly fee on traded assets
equal to a 2% annual rate). In addition, Eagle will earn a quarterly incentive
fee equal to 23% of New High Net Trading Profits (as defined in the Advisory
Agreement between the Partnership, the General Partner and Eagle) as compared to
15% paid to Sjo.

8
<PAGE>
PRUDENTIAL SECURITIES AGGRESSIVE GROWTH 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 trading operations on August 2, 1993 with net
proceeds of $10,180,534. The Partnership continued to offer Units on a monthly
basis until the continuous offering was terminated on January 31, 1995.
Additional contributions raised through the continuous offering resulted in
additional net proceeds to the Partnership of $9,988,243.

At September 30, 1997, 100% of the Partnership's total net assets were
allocated to commodities trading. A significant portion of the net asset value
was held in U.S. Treasury bills (which represented approximately 75% 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 commodity 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 daily 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, forward and options
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 General Partner attempts to minimize these
risks by requiring the Partnership's trading managers to abide by various
trading limitations and policies. See Note C to the financial statements for a
further discussion on the credit and market risks associated with the
Partnership's futures, forward and options contracts.

Redemptions by limited partners for the nine and three months ended September
30, 1997 were $1,870,734 and $737,031, respectively. Redemptions by General
Partner for the nine and three months ended September 30, 1997 were $18,966 and
$7,964, respectively. Redemptions recorded for the period from August 2, 1993
(commencement of operations) through September 30, 1997 were $12,099,470 for
limited partners and $122,469 for the General Partner. Future redemptions will
impact the amount of funds available for investments in commodity contracts in
subsequent periods.

Effective October 1, 1997, all assets previously managed by Sjo were
reallocated to Eagle. Eagle receives management fees at the same rate as did Sjo
(a monthly fee on traded assets equal to a 2% annual rate). In addition, Eagle
will earn a quarterly incentive fee equal to 23% of New High Net Trading Profits
(as defined in the Advisory Agreement between the Partnership, the General
Partner and Eagle) as compared to 15% paid to Sjo.

Results of Operations

The net asset value per Unit as of September 30, 1997 was $100.81, an
increase of 3.85% from the December 31, 1996 net asset value per Unit of $97.07.

July's positive performance resulted from gains in all sectors traded which
encompassed the financial, index and currency sectors. A bullish U.S. bond
market set the tone for rising global bond prices as U.S. long-term interest
rates fell from 7.0% to 6.5%. Continued signs of a slowdown in economic growth
in France, Germany and Italy coupled with low inflation levels pushed European
bond prices higher. Positions in French, German, Italian and British bonds
benefited from this price movement. In Australia, the bond market anticipated
further easing of monetary policy by the Reserve Bank of Australia due to slow
economic growth and high unemployment. As a result, on July 30th the Reserve
Bank cut rates by 50 basis points, profiting long positions in Australian bonds
and bank bills. Japanese bond prices rose strongly as the Nikkei Dow fell below
20,000 and economic data showed a very slow recovery from the recent recession,
profiting

9
<PAGE>
positions in Japanese bonds. In the index sector, German DAX and S&P 500
positions were profitable. In the currency sector, profits were achieved in
Swiss franc and German mark positions as well as certain cross-rate positions
including Swedish krone/German mark and Swiss franc/German mark.

August's negative performance resulted from losses in all sectors traded
which encompassed the financial, currency and index sectors. Global interest
rates were problematic as the majority of the global bond markets showed slight
losses which combined for a significant impact. For example, the U.S. treasury
bond depreciated moderately and the Italian bond and the German Bund also
experienced downturns causing losses for the Partnership. Swiss bond positions
were particularly hard hit as well. The currency markets proved to be a major
detractor to the Partnership's overall performance. The Deutsche mark's weakness
over the past few months, prior to August, provided some decent gains, but its
strength against the Japanese yen and British pound added to losses. In
addition, positions in the Swiss franc suffered as it gained against the U.S.
dollar. In the index sector, the Partnership incurred small losses in NASDAQ and
HangSeng positions.

September's positive performance resulted from gains in the financial and
currency sectors. Losses were recorded in the index sector. In the financial
sector, major foreign bond prices were affected as U.S. long-term interest rates
fell from 6.75% to 6.40% leading to profits in the Partnership's financial
sector positions. Profitable positions for the Partnership included the
Japanese, London and Italian bonds. The currency sector also proved to be
profitable, specifically Mexican peso and Australian dollar positions. Cross
rate positions performed well, particularly in Japanese yen/Deutsche mark
positions. On the opposite side of the coin, gains were somewhat offset by
losses in the index sector. Positions in the German Dax index experienced losses
as it moved in excess of five percent during the month. Positions in the SFE
index were unprofitable as well.

Interest income on U.S. Treasury bills decreased by approximately $69,000 and
$6,000 for the nine and three months ended September 30, 1997 compared to the
corresponding periods in 1996. These decreases were primarily the result of
redemptions during 1996 and 1997 which reduced the Partnership's net assets and
therefore, its investments in U.S. Treasury bills. Additionally, other interest
income, which consists of interest earned on equity balances held at PSI,
increased for the nine and three months ended September 30, 1997 by
approximately $41,000 and $55,000 as compared to the corresponding periods in
1996. These increases in other interest income reflect an adjustment of
approximately $54,000 recorded during the three months ended September 30, 1997.

Commissions are calculated on the Partnership's net asset value as of the
first day of each month and, therefore, vary according to trading performance
and redemptions. Commissions decreased by approximately $132,000 and $17,000 for
the nine and three months ended September 30, 1997 compared to the corresponding
periods in 1996 primarily as a result of 1996 and 1997 redemptions which reduced
the monthly net asset values.

Other transaction fees consist of National Futures Association, exchange and
clearing fees which are based on the number of trades the trading managers
execute. Other transaction fees remained relatively constant during the nine and
three months ended September 30, 1997 compared to the corresponding periods in
1996.

All trading decisions are currently being made by Eagle (Eagle replaced Sjo
effective October 1, 1997 as discussed in Liquidity and Capital Resources above)
and Welton Investment Systems Corporation (the 'Trading Managers'). Management
fees are calculated on the portion of the Partnership's net asset value
allocated to each Trading Manager at the end of each month and, therefore, are
affected by trading performance and redemptions. Management fees decreased
approximately $31,000 and $5,000 for the nine and three months ended September
30, 1997 compared to the corresponding periods in 1996 primarily due to
redemptions which reduced the monthly net asset values.

Incentive fees are based on the New High Net Trading Profits generated by
each Trading Manager as defined in the Advisory Agreements between the
Partnership, the General Partner and each Trading Manager. Welton Investment
Systems Corporation generated sufficient trading profits to earn approximately
$20,000 in incentive fees during the three months ended September 30, 1997. No
incentive fees were earned during the nine months ended September 30, 1996.

10
<PAGE>
General and administrative expenses increased by approximately $5,000 for the
nine months ended September 30, 1997 as compared to 1996, but decreased by
approximately $15,000 for the three months ended September 30, 1997 as compared
to 1996. These expenses include reimbursements of cost incurred by the General
Partner on behalf of the Partnership in addition to accounting, audit, tax and
legal fees as well as printing and postage costs related to reports sent to
limited partners.

11
<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--None

Item 6. (a) Exhibits--

3.1 -- Agreement of Limited Partnership of the Registrant, dated as
of March 19, 1993 as amended and restated as of May 6, 1993
(Incorporated by reference to Exhibit A to Registrant's
Amendment No. 1 to Registration Statement on Form S-1, File
No. 33-59828 dated May 7, 1993)

10.10-- Advisory Agreement, dated October 1, 1997, among the
Registrant, Prudential Securities Futures Management
Inc. and Eagle Trading Systems, Inc. (filed herewith)

27.1 --Financial Data Schedule (filed herewith)

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

12
<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 hereunto duly authorized.

PRUDENTIAL SECURITIES AGGRESSIVE GROWTH FUND L.P.

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

By: /s/ Steven Carlino Date: November 14, 1997
----------------------------------------
Steven Carlino
Vice President and
Chief Accounting Officer for the
Registrant
13

<PAGE>

ADVISORY AGREEMENT

ADVISORY AGREEMENT (the "Agreement") dated as of the
1st day of October, 1997 by and among Prudential Securities
Aggressive Growth Fund L.P., a Delaware limited partnership
(the "Partnership"), Prudential Securities Futures Management
Inc., a Delaware corporation (the "General Partner") and Eagle
Trading Systems, Inc., a Delaware corporation (the "Advisor").

W I T N E S S E T H :

WHEREAS, the Partnership has been organized primarily
for the purpose of trading, buying, selling, spreading or
otherwise acquiring, holding or disposing of futures, forwards
and options contracts. Physical commodities also may be
traded from time to time. The foregoing commodities related
transactions are collectively referred to as "Commodities";
and

WHEREAS, the General Partner is authorized to utilize
the services of one or more professional commodity trading
advisors in connection with the Commodities trading activities
of the Partnership; and

WHEREAS, the Partnership wishes to retain the Advisor
as a commodity trading advisor to the Partnership to manage a
portion of the assets managed by another advisor until
September 30, 1997 (excluding any open positions previously
managed by such advisor); and

WHEREAS, the Advisor's present business includes the
management of Commodities accounts for its clients; and

WHEREAS, the Advisor is registered as a commodity
trading advisor under the United States Commodity Exchange
Act, as amended ("CE Act") and is a member of

<PAGE>

the National Futures Association ("NFA") as a commodity trading advisor and
will maintain such registration and membership for the term of
this Agreement; and

WHEREAS, the Partnership and the Advisor desire to
enter into this Agreement in order to set forth the terms and
conditions upon which the Advisor will render and implement
commodity advisory services in connection with the conduct by
the Partnership of its Commodities trading activities during
the term of this Agreement;

NOW, THEREFORE, the parties agree as follows:

1. Duties of the Advisor.

(a) Appointment. The Partnership hereby appoints
the Advisor, and the Advisor hereby accepts appointment, as
its attorney-in-fact to invest and reinvest in Commodities a
portion of the Net Asset Value of the Partnership on the terms
and conditions set forth herein, commencing as of the date
hereof. The Advisor's initial allocation shall be
approximately $5.4 million. The precise definition of the term
"Net Asset Value" shall be as defined in Exhibit A hereto.
This limited power-of-attorney is a continuing power and shall
continue in effect with respect to the Advisor until
terminated hereunder. To this end, the Advisor (i) agrees to
act as a commodity trading advisor retained by the General
Partner on behalf of the Partnership, and specifically, to
exercise discretion with respect to that portion of the Net
Asset Value of the Partnership which the General Partner has
allocated to the Advisor's management above, and which the
General Partner may allocate to the Advisor in the future with
the Advisor's consent), upon the terms and conditions, and for
the purposes, set forth in this Agreement and (ii) shall have
sole authority and responsibility for independently directing
the investment and reinvestment in Commodities of the portion
of the Partnership's Net Asset Value allocated to it to the

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trading methods, systems and strategies of its Eagle-Global
System and its Eagle-FX System in the following proportions:
50% each (the Advisor's "Trading Approach"), as such Trading
Approach is described in the Advisor's Disclosure Document
dated February 10, 1997 attached hereto as Exhibit B (the
"Disclosure Document"), receipt of which is hereby
acknowledged, subject to the Partnership's trading policies
and limitations as set forth in Exhibit C attached hereto, as
the same may be modified or amended and provided in writing to
the Advisor from time to time (the Partnership's "Trading
Policies and Limitations"). The General Partner and the
Partnership acknowledge that the Advisor makes no guarantee of
profits or of protection against loss, and that the Advisor's
Commodities transactions hereunder are for the account and
risk of the Partnership. During the term of this Agreement
the Advisor agrees to provide the Partnership with updated
month-end information related to the Advisor's performance
results within a reasonable period of time after the end of
the month to which it relates.

(b) Allocation of Responsibilities. The General
Partner will have the responsibility for the management of the
portion of the Partnership's Net Asset Value that is invested
in United States Treasury bills or other investments approved
by the Commodity Futures Trading Commission ("CFTC") for the
investment of "customer" funds or are held in cash. The
Advisor will use its good faith best efforts in determining
the investment and reinvestment in Commodities of that portion
of the Partnership's Net Asset Value allocated to it in com-
pliance with the Trading Policies and Limitations, and in
accordance with its Trading Approach. In the event that the
General Partner shall, in its sole discretion, determine in
good faith following consultation, if appropriate under the
circumstances, with the Advisor that any trading instruction
issued by the Advisor violates the Partnership's Trading

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<PAGE>
Policies and Limitations, then the General Partner, following
reasonable notice appropriate under the circumstances to the
Advisor, may override such trading instruction and the Advisor
shall not be subject to liability for the results of any such
action taken by the General Partner. Nothing herein shall be
construed to prevent the General Partner from imposing any
limitation(s) on the trading activities of the Partnership
beyond those enumerated in Exhibit C hereto if the General
Partner determines that such limitation(s) are necessary or in
the best interests of the Partnership, in which case the
Advisor will adhere to such limitations following written
notification thereof.

(c) Modification of Trading Approach. In the event
the Advisor wishes to use a trading method or strategy other
than or in addition to the Trading Approach in connection with
trading for the Partnership (including without limitation the
deletion of an agreed upon trading method or strategy or the
addition of a trading method or strategy in addition to the
then agreed upon Trading Approach), either in whole or in
part, the Advisor may not do so unless it gives the General
Partner prior written notice of its intention to utilize such
different trading method or strategy, and the General Partner
consents thereto.
(d) Notification of Material
Changes. The Advisor also agrees to give the Partnership
prior written notice of any proposed material change in its
Trading Approach, and agrees not to make any material change
in such Trading Approach (as applied to the Partnership) over
the objection of the General Partner, it being understood that
the Advisor shall be free to institute non-material changes in
its Trading Approach (as applied to the Partnership) without
prior written notification. Without limiting the generality
of the foregoing, refinements to the Advisor's Trading
Approach, the addition or deletion of Commodities to or from
the Advisor's Trading Approach, and variations in the leverage

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<PAGE>
principles and policies utilized by the Advisor shall not be
deemed a material change in the Advisor's Trading Approach,
and prior approval of the General Partner shall not be
required therefor. The Advisor agrees that it will discuss
with the General Partner upon request, subject to adequate
assurances of confidentiality, any trading methods or
strategies used by it for trading customer accounts which
differ from the Trading Approach which it uses for the
Partnership.

(e) Request for Information. The Advisor agrees to
provide the Partnership with any reasonable information
concerning the Advisor that the Partnership may reasonably
request, subject to receipt of adequate assurances of
confidentiality by the Partnership, including, but not limited
to, information regarding any change in control, key
personnel, Trading Approach and financial condition which the
Partnership reasonably deems to be material to the
Partnership, as well as any trading methods, programs, systems
or strategies used by it for other clients; the Advisor also
shall notify the Partnership of any such matters the Advisor,
in its reasonable judgment, believes may be material to the
Partnership relating to the Advisor and its Trading Approach.

(f) Non-Disclosure. Nothing contained in this
Agreement shall require the Advisor to disclose what it deems
to be proprietary or confidential information concerning any
such trading methods or strategies, including the Trading
Approach. The Partnership and the General Partner agree that
they will keep confidential and will not disseminate the
Advisor's trading advice hereunder other than to (i) the
Partnership's brokers or dealers, or (ii) except as, and to
the extent that, it may be determined by the General Partner
to be expressly required by law (including court order) or
regulation.

(g) Notice of Errors. The Advisor is responsible
for promptly reviewing all

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<PAGE>
oral and written confirmations it
receives to determine that the Commodities trades were made in
accordance with the Advisor's instructions. If the Advisor
determines that an error was made in connection with a trade
or that a trade was made other than in accordance with the
Advisor's instructions, the Advisor shall promptly notify the
Partnership of this fact, and shall utilize its reasonable
best efforts to cause the error or discrepancy to be
corrected.

(h) Exculpation. The Advisor shall not be liable to
the General Partner, its officers, directors, shareholders or
employees, or any person who controls the General Partner, or
the Partnership or its partners, or any of their respective
successors or assigns under this Agreement, except by reason
of the Advisor's (including any employee, director, officer or
shareholder of the Advisor, or any person who controls the
Advisor) acts or omissions in material breach of this
Agreement or due to its or their misconduct or negligence or
by reason of not having acted in good faith in the reasonable
belief that such actions or omissions were in the best inter-
ests of the Partnership; it being understood that all
purchases and sales of Commodities shall be for the account
and risk of the Partnership, and the Advisor shall not incur
any liability for trading profits or losses resulting
therefrom.

2. Indemnification.

(a) The Advisor and each employee of the Advisor
shall be indemnified by the Partnership against any losses,
judgments, liabilities, expenses (including, without
limitation, reasonable attorneys' fees) and amounts paid in
settlement of any claims (collectively "Losses") sustained by
the Advisor (i) in connection with any matter relating to the
Partnership's Registration Statement No. 33-6900 as filed with
the Securities and Exchange Commission or its final
prospectus, dated May 13, 1993 ("Prospectus"), as well as any
matters relating to the Partnership or any other advisor prior
to the effective date of this

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<PAGE>
Agreement, (ii) in connection
with any acts or omissions of the Advisor relating to its
management of its allocable portion of the Partnership's Net
Asset Value or in its capacity as a trading advisor to the
Partnership, and (iii) as a result of a material breach of
this Agreement by the Partnership or the General Partner
provided that, with respect to (ii) only (A) such Losses were
not the direct result of negligence, misconduct or a material
breach of this Agreement on the part of the Advisor, (B) the
Advisor and its employees officers, directors, shareholders,
and each person controlling the Advisor acted (or omitted to
act) in good faith and in a manner reasonably believed by it
and them to be in the best interests of the Partnership, and
(C) any such indemnification by the Partnership will only be
recoverable from the assets of the Partnership and/or the
General Partner.

(b) The Partnership shall be indemnified by the
Advisor against any Losses sustained by the Partnership
directly resulting from (i) the negligence or misconduct of,
or a material breach of this Agreement by, the Advisor or its
employees officers, directors, shareholders, and each person
controlling the Advisor or (ii) any action or omission to act
of the Advisor or its employees officers, directors,
shareholders, and each person controlling the Advisor that was
not taken in good faith or in a manner reasonably believed by
it and them to be in the best interests of the Partnership.

(c) No indemnification shall be permitted under this
Section 2 for amounts paid in settlement if either (A) the
party claiming indemnification (the "Indemnitee") fails to
notify the indemnifying party of the terms of any settlement
proposed, at least fifteen (15) days before any amounts are
paid or (B) the indemnifying party does not in its good faith
business judgment approve the amount of the settlement within
thirty (30) days of its receipt of notice of the proposed
settlement. Notwithstanding the foregoing, the indemnifying party

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<PAGE>
shall, at all times, have the right to offer to settle
any matter with the approval of the Indemnitee (which approval
shall not be withheld unreasonably) and if the indemnifying
party successfully negotiates a settlement and tenders payment
therefor to the Indemnitee, the Indemnitee must either use its
reasonable best efforts to dispose of the matter in accordance
with the terms and conditions of the proposed settlement or
the Indemnitee may refuse to settle the matter and continue
its defense in which latter event the maximum liability of the
indemnifying party to the Indemnitee shall be the amount of
said proposed settlement. Any indemnification under this
Section 2, unless ordered by a court, shall be made by the
indemnifying party only as authorized in the specific case and
only upon a determination by mutually acceptable independent
legal counsel in a written opinion that indemnification is
proper in the circumstances because the Indemnitee has met the
applicable standard of conduct set forth hereunder.

(d) None of the provisions for indemnification in
this Section 2 shall be applicable with respect to default
judgments or confessions of judgment entered into by an
Indemnitee, with its knowledge, without the prior consent of
the indemnifying party.

(e) In the event that an Indemnitee under this
Section 2 is made a party to an action, suit or proceeding
alleging both matters for which indemnification can be made
hereunder and matters for which indemnification may not be
made hereunder, such Indemnitee shall be indemnified only for
that portion of the Losses incurred in such action, suit or
proceeding which relates to the matters for which indemnifica-
tion can be made.

(f) Expenses incurred in defending a threatened or
pending civil, administrative or criminal action, suit or pro-
ceeding against an Indemnitee shall be paid in advance of the
final disposition of such action, suit or proceeding if (i)
the legal action, suit

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<PAGE>
or proceeding, if sustained, would
entitle the Indemnitee to indemnification pursuant to the
terms of this Section 2, and (ii) the Indemnitee undertakes to
repay the advanced funds in cases in which the Indemnitee is
not entitled to indemnification pursuant to the preceding
paragraph, and (iii) in the case of advancement of expenses,
the Indemnitee receives a written opinion of mutually ac-
ceptable independent legal counsel that advancing such
expenses is proper in the circumstances.

3. Advisor Independence. The Advisor shall for all pur-
poses herein be deemed to be an independent contractor with
respect to the Partnership, the General Partner and each other
commodity trading advisor that provides or may in the future
provide commodity trading advisory services to the Partnership
(the other Advisors and each such other commodity trading
advisor being collectively referred to herein as the "Other
Advisors"), and shall, unless otherwise expressly authorized,
have no authority to act for or to represent the Partnership,
the General Partner or any Other Advisor in any way or
otherwise be deemed to be a general agent, joint venturer or
partner of the Partnership, the General Partner or any Other
Advisor, or in any way be responsible for the acts or omis-
sions of the Partnership, the General Partner or any Other
Advisor as long as it is acting independently of such person.
The parties acknowledge that the Advisor has not been an
organizer or promoter of the Partnership and has no
responsibility and shall not be subject to liability in
connection therewith.

Nothing herein contained shall be deemed to require the
Partnership or the Advisor to take any action contrary to the
Partnership's Agreement of Limited Partnership or Certificate
of Limited Partnership, or The Advisor's By-Laws or Articles
of Incorporation, respectively, or any applicable statute,
regulation or rule of any exchange or self-regulatory

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<PAGE>
organization.

The Partnership and the General Partner acknowledge that
the Advisor's Trading Approach is its confidential property.
Nothing in this Agreement shall require the Advisor to
disclose the confidential or proprietary details of its
Trading Approach. The Partnership and the General Partner
further agree that they will keep confidential and will not
disseminate the Advisor's trading advice to the Partnership,
except as, and to the extent that, it may be determined by the
General Partner to be (i) necessary for the monitoring of the
business of the Partnership, including the performance of
brokerage services by the Partnership's commodity broker(s),
or (ii) expressly required by law or regulation.

4. Commodity Broker and Counterparties. All Commodities
trades for the account of the Partnership shall be made
through such commodity brokers and counterparties as the
General Partner directs pursuant to such procedures as are
mutually agreed upon. The Advisor shall not have any
authority or responsibility in selecting or supervising any
broker or counterparty for execution of Commodities trades of
the Partnership or for negotiating commission rates or other
fees to be charged therefor. The Advisor shall not be
responsible for determining that any such broker or
counterparty used in connection with any Commodities
transactions meets the financial requirements or standards
imposed by the Partnership's Trading Policies and Limitations.
At the present time it is contemplated that the Partnership
will effect all Commodities trades through Prudential
Securities Incorporated and its affiliates ("Prudential
Securities"); provided, however, that the Advisor may execute
futures transactions at such other broker(s), and upon such
terms and conditions, as the Advisor and the General Partner
agree if such broker(s) agree to "give up" all such
transactions to Prudential Securities for clearance and the
General Partner's

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<PAGE>
consent to executing broker(s) shall not be
unreasonably withheld. To the extent that the Partnership
determines to utilize a broker or counterparty other than
Prudential Securities, it will consult with the Advisor prior
to directing it to utilize such broker(s) or
counterparty(ies), and will not retain the services of such
broker(s) or counterparty(ies), over the reasonable objection
of the Advisor.

5. Fees. In consideration of and in compensation for
the performance of the Advisor's services under this
Agreement, the Advisor shall receive from the Partnership
Management and Incentive Fees as set forth below within
fifteen (15) days following the end of the period to which
they relate, as follows:

(a) A management fee (the "Management Fee") of 1/6
of 1% (2% per annum) of the portion of the Partnership's Net
Asset Value allocated to it as of the last day of each
calendar month. For purposes of determining such Management
Fee, any distributions and redemptions allocable to the
Advisor made as of the last day of such month shall be added
back to the Net Asset Value and there shall be no reduction
for (i) the accrued Management Fee being calculated, or (ii)
any fees due the Advisor under paragraph (b) below accrued as
of the last day of such month or (iii) any reallocation of
assets as of the last day of such month, or (iv) any accrued
but unpaid extraordinary expenses. The Management Fee for any
month in which the Advisor manages all or any portion of the
Net Asset Value of the Partnership allocated to it for less
than a full month shall be prorated, such proration to be
calculated on the basis of the number of days in the month the
Net Asset Value allocated to the Advisor was under the Adv-
isor's management as compared to the total number of days in
such month.

(b) A quarterly incentive fee (the "Incentive Fee")
of twenty-three percent
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<PAGE>
(23%) of New High Net Trading Profits
(as hereinafter defined) achieved on the portion of the
Partnership's Net Asset Value allocated to the Advisor. New
High Net Trading Profits for the Advisor shall be computed as
of the close of trading on the last day of each calendar
quarter. The first Incentive Fee which may be due and owing
to the Advisor in respect of any New High Net Trading Profits
shall be computed as of December 31, 1997. New High Net
Trading Profits shall be computed solely on the performance of
the Advisor and shall not include or be affected by the
performance of any Other Advisor. The Advisor shall not be
required to make up any trading losses which may have been
incurred by any previous advisor or any Other Advisor before
the Advisor is eligible to receive any incentive fees.

"New High Net Trading Profits" (for purposes of calcu-
lating the Advisor's Incentive Fee only) for each calendar
quarter is defined as the excess (if any) of (A) the Net Asset
Value of the Partnership allocated to the Advisor as of the
last day of any calendar quarter, over (B) the Net Asset Value
of the Partnership allocated to the Advisor as of the last day
of the most recent preceding calendar quarter for which an
Incentive Fee was earned (or the date the Advisor commenced
trading the Partnership's Net Asset Value, whichever date the
Net Asset Value allocated to it was higher). In computing New
High Net Trading Profits:

(1) The Net Asset Value of (A) in the preceding
sentence shall be reduced by Management Fees for such quarter
together with brokerage commissions and other transaction
costs attributable to the Advisor's trading activities,
general administrative charges attributable to the pro rata
portion of the Partnership's Net Asset Value allocated to the
Advisor for trading, and extraordinary expenses, if any,
directly attributable to the
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Advisor;

(2) The Net Asset Value of (B) in the preceding
sentence shall be reduced by Management and Incentive Fees for
such quarter together with brokerage commissions and other
transaction costs attributable to the Advisor's trading
activities, general administrative charges attributable to the
pro rata portion of the Partnership's Net Asset Value
allocated to the Advisor for trading, and extraordinary
expenses, if any, directly attributable to the Advisor;

(3) The difference between (A) and (B) in the
preceding sentence shall be (i) decreased by all interest
earned on the portion of the Partnership's Net Asset Value
allocated to the Advisor between the dates referred to in (A)
and (B), and (ii) increased by (x) any distributions or
redemptions allocable to the Advisor and paid or payable by
the Partnership as of, or subsequent to, the date in (B)
through the date in (A); as well as (y) losses (including
losses incurred from the date of the last Incentive Fee paid
or payable), if any, associated with redeemed Units allocable
to the Advisor, and (iii) adjusted (either increased or
decreased, as the case may be) to reflect any additional
allocations or negative reallocations of the Partnership's Net
Asset Value to or from the Advisor from the date in (B) to the
last day of the calendar quarter as of which the current In-
centive Fee calculation is made.

For purposes of calculating the first Incentive Fee
payable to the Advisor, the date referred to in (B) shall be
the date of this Agreement.

If there is a cumulative loss when a withdrawal is made
from the Net Asset Value allocated to the Advisor for any
reason, such loss shall be reduced by the proportionate amount
of the loss attributable to the monies being withdrawn.

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If an Incentive Fee shall have been paid by the
Partnership to the Advisor in respect of any calendar quarter
and the Advisor shall incur subsequent losses on the portion
of the Partnership's Net Asset Value under its management, the
Advisor shall nevertheless be entitled to retain amounts
previously paid to it in respect of New High Net Trading
Profits.

(c) Neither the Advisor nor any of its employees
shall receive any commissions, compensation, remuneration or
payments whatsoever from any broker or counterparty which
effects commodities transactions in the Partnership's account.

6. Term and Termination.

(a) Term. This Agreement shall commence on the date
hereof and, unless sooner terminated, shall continue in effect
until the close of business on December 31, 1998. Thereafter,
this Agreement shall be renewed automatically on the terms and
conditions set forth herein for additional successive twelve
(12) month terms, each of which shall commence on the first
day of the month subsequent to the conclusion of the preceding
twelve (12) month term, unless this Agreement is terminated
pursuant to paragraphs (b), (c) or (d) of this Section 6. The
automatic renewal(s) set forth in the preceding sentence
hereof shall not be affected by (i) any reallocation of
Partnership's Net Asset Value away from the Advisor pursuant
to Section 7 of this Agreement, or (ii) the retention of Other
Advisors following a reallocation, or otherwise.

(b) Automatic Termination. This Agreement shall
terminate automatically in the event that the Partnership is
terminated. This Agreement shall terminate automatically with
respect to the Advisor, upon notice from the General Partner,
without affecting the continuation of this Agreement with any
Other Advisor in the event that the Advisor's allocable
percentage of the Partnership's Net Asset Value at the close
of trading

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<PAGE>
on any business day is equal to or less than the
Termination Amount. The "Termination Amount" shall be an
amount equal to 66-2/3% of the portion of the Partnership's
Net Asset Value allocated to the Advisor's management on the
date it commences Commodities trading activities for the
Partnership, or the first day of any calendar year, whichever
day the Net Asset Value allocated to the Advisor is higher, in
either case, as adjusted on an ongoing basis by the percentage
decline(s) or increases in that portion of the Partnership's
Net Asset Value allocated to the Advisor's management caused
by distributions, redemptions and permitted reallocations, and
new allocations to the Advisor covered by reallocations away
from other trading advisors, respectively. Each redemption
and distribution of funds shall have the effect of reducing
the Termination Amount by an amount equal to the portion of
such redemption or distribution allocable to the Advisor.
Reallocations of funds away from the Advisor shall reduce the
Termination Amount dollar for dollar.

(c) Optional Termination Right of Partnership. This
Agreement may be terminated at any time in the sole discretion
of the General Partner upon at least thirty (30) days' prior
written notice to the Advisor. The General Partner will use
its best efforts to cause any such termination to occur as of
a month-end.

(d) Optional Termination Right of Advisor. The
Advisor shall have the right to terminate this Agreement (1)
upon written notice to the General Partner at least thirty
(30) days' prior to the end of each month of this Agreement;
and (2) upon thirty (30) days' prior written notice to the
General Partner in the event (i) of the receipt by the Advisor
of an opinion of independent counsel satisfactory to the
Advisor and the Partnership that by reason of the Advisor's
activities with respect to the Partnership, the Advisor is
required to register as an investment adviser under the
Investment Advisers Act of 1940; (ii) that the

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registration of the General Partner as a commodity pool operator under
the CE Act, or its NFA membership as a commodity pool operator is re-
voked, suspended, terminated or not renewed; (iii) the General
Partner imposes additional trading limitation(s) pursuant to
Section 1 of this Agreement which the Advisor does not agree
to follow in its management of the Partnership's Net Asset
Value or the General Partner overrides a trading instruction
of the Advisor; (iv) if the Net Asset Value allocated to the
Advisor decreases, for any reason, to less than $2,000,000;
(v) the General Partner elects (pursuant to Section 1 of this
Agreement) to have the Advisor use a different Trading
Approach in the Advisor's management of Partnership assets
from that which the Advisor is then using to manage such
assets and the Advisor objects to using such different Trading
Approach; (vi) there is an unauthorized assignment of this
Agreement by the Partnership or the General Partner; or (vii)
other good cause is shown and the written consent of the
General Partner is obtained (which shall not be withheld
unreasonably).

(e) In the event that this Agreement is terminated
pursuant to subparagraphs (b), (c) or (d) of this Section 6,
the Advisor shall be entitled to, and the Partnership shall
pay, the Management Fee and the Incentive Fee, if any, which
shall be computed (A) with respect to the Management Fee, on
a pro rata basis, based upon the portion of the month for
which the Advisor had its portion of the Partnership's Net
Asset Value under management, and (B) with respect to the
Incentive Fee, if any, as if the effective date of termination
was the last day of the then current calendar quarter. The
rights of the Advisor to fees earned through the earlier to
occur of the date of expiration or termination of this
Agreement shall survive this Agreement until satisfied.

7. Reallocation of Funds. The General Partner may, at
any month-end, in its

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sole discretion, upon at least three (3)
days' prior written notice, reallocate a portion of the
Partnership's Net Asset Value then allocated to the Advisor's
management away from the Advisor.

8. Liquidation of Positions.

The Advisor agrees to liquidate open positions in the
amount that the General Partner informs the Advisor, in
writing via telecopy or other equivalent means, that the
General Partner considers necessary or advisable to liquidate
in order to (i) effect any termination or reallocation
pursuant to Sections 6 or 7, respectively, or (ii) fund its
pro rata share of any redemption, distribution or Partnership
expense. The General Partner shall not, however, have
authority to instruct the Advisor as to which specific open
positions to liquidate, except as provided in Section 1 here-
of. The General Partner shall provide the Advisor with such
reasonable prior notice of such liquidation as is practicable
under the circumstances and will endeavor to provide at least
three (3) business days' prior notice. In the event that
losses incurred by the Advisor exceed the assets allocated to
the Advisor, the General Partner will withdraw the funds
necessary to cover such excess losses pro rata from the assets
under the management of all Other Advisors.

9. Other Accounts of the Advisor.

(a) Subject to paragraph (b) of this Section 9, the
Advisor shall be free to manage and trade accounts for other
investors (including other public and private commodity pools)
during the term of this Agreement and to use the same or other
information and Trading Approach utilized in the performance
of services for the Partnership for such other accounts so
long as the Advisor's ability to carry out its obligations and
duties to the Partnership pursuant to this Agreement is not
materially impaired thereby. In

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addition, the Advisor and its employees, as applicable, also
will be permitted to trade in Commodities for their
own accounts, so long as the Advisor's
ability to carry out its obligations and duties to the
Partnership is not materially impaired thereby.

(b) Furthermore, so long as the Advisor is
performing services for the Partnership, it agrees that it
will not accept additional capital for management in the
Commodities markets if doing so would have a reasonable
likelihood of resulting in the Advisor having to modify
materially its agreed upon Trading Approach being used for the
Partnership in a manner which might reasonably be expected to
have a material adverse effect on the Partnership (without
limiting the generality of the foregoing, it is understood
that this paragraph shall not prohibit the acceptance of
additional capital, which acceptance requires only routine ad-
justments to trading patterns in order to comply with
speculative position limits or daily trading limits).

(c) The Advisor agrees, in its management of
accounts other than the account of the Partnership, that it
will not knowingly or deliberately favor any other account
managed or controlled by him or any of its employees or
affiliates (in whole or in part) over the Partnership. The
preceding sentence shall not be interpreted to preclude inter
alia (i) the Advisor from charging another client fees which
differ from the fees to be paid to it hereunder, or (ii) an
adjustment by the Advisor in the implementation of any agreed
upon Trading Approach in accordance with the procedures set
forth in Section 1 hereof, which is undertaken by the Advisor
in good faith in order to accommodate additional accounts.
The Advisor, upon reasonable request and receipt of adequate
assurances of confidentiality, shall provide the General
Partner with an explanation of the differences, if any, in
performance between the Partnership and any other similar
account pursuant to the same Trading

-18-
<PAGE>
Approach for which the Advisor or any of its affiliates acts
as a commodity trading advisor (in whole or in part).

(d) Upon reasonable notice from the General Partner,
the Advisor shall permit the General Partner to review at the
Advisor's offices during normal business hours such trading
records as it reasonably may request for the purpose of
confirming that the Partnership has been treated equitably
with respect to advice rendered during the term of this
Agreement by the Advisor for other accounts managed by the Ad-
visor, which the parties acknowledge to mean that the General
Partner may inspect, subject to such restrictions as the
Advisor may reasonably deem necessary or advisable so as to
preserve the confidentiality of proprietary information and
the identity of its clients, all trading records of the
Advisor as it reasonably may request related to such other
accounts during normal business hours. The Advisor may, in
its discretion, withhold from any such report or inspection
the identity of the client for whom any such account is
maintained and in any event, the Partnership and the General
Partner shall keep all such information obtained by it from
the Advisor confidential.

10. Speculative Position Limits. If, at any time during
the term of this Agreement, it appears to the Advisor that it
may be required to aggregate the Partnership's Commodities
positions with the positions of any other accounts it owns or
controls for purposes of applying the speculative position
limits of the CFTC, any exchange, self-regulatory body, or
governmental authority, the Advisor promptly will notify the
General Partner if the Partnership's positions are included in
an aggregate amount which equals or exceeds one hundred
percent (100%) of the applicable speculative limit. The
Advisor agrees that, if its trading recommendations pursuant
to its agreed upon Trading Approach are altered because

-19-
<PAGE>
of the potential application of speculative position limits, the
Advisor will modify its trading instructions to the
Partnership and its other accounts in a good faith effort to
achieve an equitable treatment of all accounts. The Advisor
presently believes that its Trading Approach for the
management of the Partnership's account can be implemented for
the benefit of the Partnership notwithstanding the possibility
that, from time to time, speculative position limits may
become applicable.

11. Redemptions, Distributions and Reallocations.

(a) The General Partner agrees to give the Advisor
at least three (3) business days' prior notice of any proposed
redemptions, distributions or reallocations.

(b) Redemptions and distributions shall be charged
against the various Partnership accounts managed by its
trading advisors, including the Advisor, in such proportions
as the General Partner, in its discretion, determines to be in
the Partnership's best interests.

12. Brokerage Confirmations and Reports. The General
Partner will instruct the Partnership's brokers and
counterparties to furnish the Advisor with copies of all trade
confirmations, daily equity runs, and monthly trading
statements relating to the Partnership's assets under the
management of the Advisor. The Advisor will maintain records
and will monitor all open positions relating thereto;
provided, however, that except as provided in Section 1(f)
hereof, the Advisor shall not be responsible for any execution
errors. The General Partner also will furnish the Advisor
with a copy of all reports, including but not limited to,
monthly, quarterly and annual reports, sent to the limited
partners, the Securities and Exchange Commission ("SEC"), the
CFTC and the NFA. The Advisor shall, at the General Partner's
request, provide the General Partner with copies of all trade
confirma-

-20-
<PAGE>
tions, daily equity runs, monthly trading reports or
other reports sent to the Advisor by the Partnership's brokers
and counterparties regarding the Partnership, and in the
Advisor's possession or control, as the General Partner deems
appropriate, if the General Partner cannot obtain such copies
on its own behalf. Upon request, the General Partner will
provide the Advisor with accurate information with respect to
the Partnership's then current Net Asset Value and Net Asset
Value per Unit.

13. The Advisor's Representations and Warranties. The
Advisor represents and warrants that:

(a) It has full corporate capacity and authority to
enter into this Agreement, and to provide the services
required of it hereunder;

(b) It will not by entering into this Agreement and
by acting as a commodity trading advisor to the Partnership,
(i) be required to take any action contrary to its
incorporating documents, any applicable statute, law or
regulation of any jurisdiction or (ii) breach or cause to be
breached any undertaking, agreement, contract, statute, rule
or regulation to which it is a party or by which it is bound
which, in the case of (i) or (ii), would materially limit or
materially adversely affect its ability to perform its duties
under this Agreement;

(c) It is duly registered as a commodity trading
advisor under the CE Act and is a member of the NFA as a com-
modity trading advisor and it will maintain and renew such
registration and membership during the term of this Agreement,
and has complied, and will continue to comply, with all laws,
rules and regulations having application to its business,
including but not limited to rules and regulations promulgated
by the CFTC and NFA.

-21-
<PAGE>
(d) A copy of its most recent Commodity Trading Ad-
visor Disclosure Document, as required by Part 4 of the CFTC's
regulations, has been provided to the Partnership in the form
of Exhibit B hereto and, except as disclosed in such
Disclosure Document, all information in such Disclosure
Document (including, but not limited to, background,
performance, trading methods and trading systems) is true,
complete and accurate in all material respects and is in
conformity in all material respects with the provisions of the
CE Act including the rules and regulations thereunder;

(e) The amount of Partnership assets to be allocated
to the Advisor should not, in the reasonable judgment of the
Advisor, result in the Advisor being required to alter its
Trading Approach to a degree which would be expected to have
a material adverse effect on the Partnership;

(f) Neither the Advisor nor its stockholders,
directors, officers, employees, agents, principals or
affiliates, nor any of its or their respective successors or
assigns: (i) shall knowingly or deliberately use or distribute
for any purpose whatsoever any list containing the names
and/or residence addresses of, and/or other information about,
the limited partners of the Partnership; nor (ii) shall
solicit any person it or they know is a limited partner of the
Partnership for the purpose of soliciting commodity business
from such limited partner, unless such limited partner shall
have first contacted the Advisor or is already a client of the
Advisor or a prospective client with which the Advisor has
commenced discussions or is introduced or referred to the
Advisor by an unaffiliated agent other than in violation of
clause (i);<PAGE>
-22-
<PAGE>
(g) This Agreement has been duly and validly
executed and delivered and is a valid and binding agreement,
enforceable against it in accordance with its terms;

(h) Menachem Sternberg and Liora Sternberg
concentrate, and will continue to concentrate during the term
of this Agreement, their activities at the Advisor on
portfolio management; and

(i) There is not pending, or to the best of its
knowledge, threatened or contemplated, any action, suit or
proceeding before any court or arbitration panel, or before or
by any governmental, administrative or self-regulatory body,
to which the Advisor or its stockholders, directors, officers,
employees, agents, principals or affiliates is a party, or to
which any of its assets is subject, which might reasonably be
expected to result in any material adverse change in the
condition of the Advisor (financial or otherwise), business or
prospects or reasonably might be expected to affect adversely
in any material respect any of the Advisor's assets or which
reasonably might be expected to (A) materially impair the
Advisor's ability to discharge its obligations to the
Partnership, or (B) result in a matter which would require
disclosure in its Disclosure Document which has not been so
disclosed; and the Advisor has not received any notice of an
investigation by (i) the NFA regarding noncompliance with NFA
rules or the CE Act, (ii) the CFTC regarding noncompliance
with the CE Act, or the rules and regulations thereunder, or
(iii) any exchange regarding noncompliance with the rules of
such exchange, which investigation reasonably might be
expected to (1) materially impair its ability to discharge its
obligations to the Partnership, or (2) result in a matter
which would require disclosure in its Disclosure Document
which has not been so disclosed.<PAGE>
-23-
<PAGE>
The within representations and warranties shall be
continuing during the term of this Agreement, and, if at any
time, any event has occurred which would make or tend to make
any of the foregoing not true, the Advisor promptly will
notify the Partnership in writing thereof.

14. The General Partner's Representations and Warranties.
The General Partner represents and warrants on behalf of the
Partnership and itself that:

(a) It has full corporate and other capacity and
authority to enter into this Agreement;

(b) It will not, by acting as general partner to the
Partnership or by entering into this Agreement, (i) be re-
quired to take any action contrary to its incorporating or
partnership documents or any applicable statute, law or
regulation of any jurisdiction, or (ii) breach or cause to be
breached (A) any undertaking, agreement, contract, statute,
rule, regulation, to which it or the Partnership is a party or
by which it or the Partnership is bound or (B) any order of
any court or governmental or regulatory agency having
jurisdiction over the Partnership or the General Partner,
which in the case of (i) or (ii) would materially limit or
materially adversely affect the performance of its or the
Partnership's duties under this Agreement;

(c) The Partnership and the General Partner have
obtained all required governmental and regulatory licenses,
registrations and approvals required by law as may be
necessary to act as described in the Partnership's
Registration Statement and Prospectus, including, without
limitation, registration as a commodity pool operator under
the CE Act and membership as a commodity pool operator in the
NFA. The General Partner will maintain and renew the
foregoing registrations, licenses, memberships and approvals,
as

-24-
<PAGE>
appropriate, during the term of this Agreement;

(d) The Partnership and the General Partner have
complied, and will continue to comply, with all laws, rules
and regulations having application to its or their business,
including but not limited to rules and regulations promulgated
by the CFTC and NFA, and there are no actions, suits or
proceedings pending or, to the best of the knowledge of the
Partnership or the General Partner, threatened against it or
them, at law or in equity or before or by any federal, state,
municipal or other governmental or regulatory department,
commission, board, bureau, agency or instrumentality, or by
any commodity or security exchange worldwide in which an
adverse decision would materially and adversely affect the
ability of the Partnership or the General Partner to comply
with, and perform their obligations under, this Agreement;

(e) This Agreement has been duly and validly
authorized, executed and delivered, and is a valid and binding
agreement, enforceable against each of them, in accordance
with its terms; and

(f) On the date hereof, it is, and during the term
of this Agreement, it will be (i) in the case of the
Partnership, a duly formed and validly existing limited
partnership, and (ii) in the case of the General Partner, a
duly formed and validly existing corporation, in each case, in
good standing under the laws of the State of Delaware, and in
good standing and qualified to do business in each
jurisdiction in which the nature and conduct of its business
requires such qualification and the failure to be so qualified
would materially adversely affect its ability to perform its
obligations under this Agreement; and

(g) All authorizations, consents or orders of any
court, or of any federal, state or other governmental or
regulatory agency or body required for the valid
authorization,

-25-
<PAGE>
issuance, offer and sale of the Partnership's
Units were obtained, and, to the best of its knowledge, after
due inquiry no order preventing or suspending the use of the
Prospectus with respect to the Units was issued by the SEC,
the CFTC or the NFA. The Partnership's Registration Statement
and Prospectus contained all statements which were required to
be made therein, conformed in all material respects with the
requirements of the Securities Act of 1933, as amended and the
CE Act, and the rules and regulations of the SEC and the CFTC,
respectively, thereunder, and with the rules of the NFA, and
did not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or
necessary to make the statements therein (with respect to the
Prospectus, in light of the circumstances in which they were
made) not misleading; provided, however, that this
representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with
information furnished to the General Partner, the Partnership
or to Prudential Securities by or on behalf of the trading
advisors referenced in the Registration Statement or
Prospectus, including, without limitation, all references to
those trading advisors and their affiliates, controlling
persons, shareholders, directors, officers and employees, as
well as to each such trading advisor's trading approach and
past performance history.

(h) The Partnership's offering of its Units has
terminated and there are not currently, and will not be in the
future, any offering materials in use by the Partnership or
the General Partner in connection with the offer or sale of
Units in the Partnership.

The within representations and warranties shall be
continuing during the term of this Agreement, and, if at any
time, any event has occurred which would make or tend to make
any of the foregoing not true, the General Partner promptly
will notify the Advisor in

-26-
<PAGE>
writing.
15. Assignment. This Agreement may not be assigned by
any of the parties hereto without the express prior written
consent of the other parties hereto.

16. Successors. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and the successors
and permitted assigns of each of them, and no other person
(except as otherwise provided herein) shall have any right or
obligation under this Agreement. The terms "successors" and
"assigns" shall not include any purchasers, as such, of Units.

17. Amendment or Modification. This Agreement may not be
amended or modified except by the written consent of the
parties hereto.

18. Notices. Except as otherwise provided herein, all
notices required to be delivered under this Agreement shall be
effective only if in writing and shall be deemed given by the
party required to provide notice when received by the party to
whom notice is required to be given and shall be delivered
personally, by registered mail, postage prepaid, return
receipt requested, or by telecopy, as follows (or to such
other address as the party entitled to notice shall hereafter
designate by written notice to the other parties):

If to the General Partner: If to the Partnership:
Prudential Securities Futures Prudential Securities Aggressive
Management Inc. Growth Fund, L.P.
One New York Plaza, 13th floor c/o Prudential Securities Futures
New York, New York 10292-2585 Management Inc.
Attention: James M. Kelso One New York Plaza, 13th floor
Facsimile: (212) 778-7867 New York, New York 10292-2585
Attention: James M. Kelso
Facsimile: (212) 778-7867
and in either case with a copy to:

-27-
<PAGE>

Prudential Securities Incorporated
One New York Plaza, 13th Floor
New York, New York 10292-2585
Attention: James M. Kelso
Facsimile: (212) 778-7867

and, with respect to legal notices,
a copy to:

Rosenman & Colin LLP
575 Madison Avenue
New York, New York 10022
Attention: Fred M. Santo, Esq.
Facsimile: (212) 940-7079

If to the Advisor:

Eagle Trading Systems, Inc.
701 Mount Lucas Road
Princeton, New Jersey 08542
Attention: Liora Sternberg
Facsimile: (609) 497-5813

19. Governing Law. The parties agree that this Agreement
shall be governed by and construed in accordance with the laws
of the State of New York without regard to conflict of laws
principles.

20. Survival. The provisions of this Agreement shall
survive the termination of this Agreement with respect to any
matter arising while this Agreement was in effect.

21. Disclosure Document Modifications. The Advisor shall
promptly furnish the General Partner with a copy of all
modifications to its Disclosure Document when available for
distribution. Upon receipt of any modified Disclosure
Document by the General Partner, the General Partner will
provide the Advisor with an acknowledgement of receipt
thereof.<PAGE>
-28-
<PAGE>

22. Promotional Literature. The parties agree that prior
to using any promotional or other material in which reference
to the other parties hereto is made (including reports to
clients), they shall furnish a copy of such information to the
other parties and will not make use of any literature
containing references to such other parties to which such
other parties object, except as otherwise required by law or
regulation.

23. No Waiver. No failure or delay on the part of any
party hereto in exercising any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise
of any such right, power or remedy preclude any other or fur-
ther exercise thereof or the exercise of any other right,
power or remedy. Any waiver granted hereunder must be in
writing and shall be valid only in the specific instance in
which given.

24. Headings. Headings to Sections herein are for the
convenience of the parties only, and are not intended to be or
to affect the meaning or interpretation of this Agreement.

25. Complete Agreement. Except as otherwise provided
herein, this Agreement constitutes the entire agreement
between the parties with respect to the matters referred to
herein, and no other agreement, verbal or otherwise, shall be
binding upon the parties hereto.

-29-
<PAGE>
<PAGE>
26. Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an
original and all of which, when taken together, shall
constitute one original instrument.

IN WITNESS WHEREOF, this Agreement has been executed
for and on behalf of the undersigned as of the day and year
first above written.

PRUDENTIAL SECURITIES PRUDENTIAL SECURITIES FUTURES
AGGRESSIVE GROWTH FUND, L.P. MANAGEMENT INC.

By: PRUDENTIAL SECURITIES FUTURES
MANAGEMENT INC., By: /s/ Eleanor L. Thomas
---------------------------------
Its: General Partner Eleanor L. Thomas, Vice President

By: /s/ James M. Kelso
---------------------
James M. Kelso, President

EAGLE TRADING SYSTEMS, INC.

By: /s/ Liora Sternberg
----------------------
Liora Sternberg, President

-30-
<PAGE>
<PAGE>
EXHIBIT "A"

"Net Asset Value" means the total assets, including, but
not limited to, all cash and cash equivalents (valued at cost
plus accrued interest and amortization of original issue
discount) less total liabilities, of the Partnership, each
determined on the basis of generally accepted accounting
principles in the United States, consistently applied under
the accrual method of accounting ("GAAP"), including, but not
limited to, the extent specifically set forth below:

(a) Net Asset Value shall include any unrealized profit
or loss on open Commodities Positions, and any other credit or
debit accruing to the Partnership but unpaid or not received
by the Partnerships.

(b) All open commodity futures contracts and options
traded on a United States exchange are calculated at their
then current market value, which shall be based upon the
settlement price for that particular commodity futures
contract and option traded on the applicable United States
exchange on the date with respect to which Net Asset Value is
being determined; provided, that if a commodity futures
contract or option traded on a United States exchange could
not be liquidated on such day, due to the operation of daily
limits or other rules of the exchange upon which that position
is traded or otherwise, the settlement price on the first
subsequent day on which the position could be liquidated shall
be the basis for determining the market value of such position
for such day. The current market value of all open commodity
futures contracts and options traded on a non-United States
exchange shall be based upon the liquidating value for that
particular commodity futures contract and option traded on the
applicable non-United States exchange on the date with respect
to which Net Asset Value is being determined; provided, that
if a commodity futures contract or option traded on a non-
United States exchange could not be liquidated on such day,
due to the operation of rules of the exchange upon which that
position is traded or otherwise, the liquidating value on the
first subsequent day on which the position could be liquidated
shall be the basis for determining the market value of such
position for such day. The current market value of all open
forward contracts entered into by the Partnership shall be the
mean between the last bid and last asked prices quoted by the
bank or financial institution which is a party to the contract
on the date with respect to which Net Asset Value is being
determined; provided, that if such quotations are not
available on such date, the mean between the last bid and
asked prices on the first subsequent day on which such
quotations are available shall be the basis for determining
the market value of such forward contract for such day. The
General Partner may in its discretion value any assets of the
Partnership pursuant to such other principles as it may deem
fair and equitable.

(d) The amount of any distribution made pursuant to
Article VIII of the Partnership's Partnership Agreement shall
be a liability of the Partnership from the day when the
distribution is declared until it is paid.<PAGE>
<PAGE>
EXHIBIT "B"

DISCLOSURE DOCUMENT

For Trading Programs to be Directed by

EAGLE TRADING SYSTEMS INC.

701 Mount Lucas Road
Princeton, New Jersey 08542
Telephone: (609) 497-5810
Facsimile: (609) 497-5813

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE
MERITS OF PARTICIPATING IN THIS TRADING PROGRAM NOR HAS THE
COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE
DOCUMENT.

February 10, 1997

<PAGE>
<PAGE>
RISK DISCLOSURE STATEMENT

THE RISK OF LOSS IN TRADING COMMODITIES CAN BE SUBSTANTIAL. YOU
SHOULD THEREFORE CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE
FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION. IN CONSIDERING WHETHER
TO TRADE OR TO AUTHORIZE SOMEONE ELSE TO TRADE FOR YOU, YOU SHOULD BE
AWARE OF THE FOLLOWING:

IF YOU PURCHASE A COMMODITY OPTION, YOU MAY SUSTAIN A TOTAL LOSS
OF THE PREMIUM AND ALL TRANSACTION COSTS.

IF YOU PURCHASE OR SELL A COMMODITY FUTURE OR SELL A COMMODITY
OPTION, YOU MAY SUSTAIN A TOTAL LOSS OF THE INITIAL MARGIN FUNDS AND
ANY ADDITIONAL FUNDS THAT YOU DEPOSIT WITH YOUR BROKER TO ESTABLISH
OR MAINTAIN YOUR POSITION. IF THE MARKET MOVES AGAINST YOUR
POSITION, YOU MAY BE CALLED UPON BY YOUR BROKER TO DEPOSIT A
SUBSTANTIAL AMOUNT OF ADDITIONAL MARGIN FUNDS, ON SHORT NOTICE, IN
ORDER TO MAINTAIN YOUR POSITION. IF YOU DO NOT PROVIDE THE REQUIRED
FUNDS WITHIN THE PRESCRIBED TIME, YOUR POSITION MAY BE LIQUIDATED AT
A LOSS, AND YOU WILL BE LIABLE FOR ANY RESULTING DEFICIT IN YOUR
ACCOUNT.

UNDER CERTAIN MARKET CONDITIONS, YOU MAY FIND IT DIFFICULT OR
IMPOSSIBLE TO LIQUIDATE A POSITION. THIS CAN OCCUR, FOR EXAMPLE,
WHEN THE MARKET MAKES A "LIMIT MOVE".

THE PLACEMENT OF CONTINGENT ORDERS BY YOU OR YOUR TRADING
ADVISOR, SUCH AS A "STOP-LOSS" OR "STOP-LIMIT" ORDER, WILL NOT
NECESSARILY LIMIT YOUR LOSSES TO THE INTENDED AMOUNTS, SINCE MARKET
CONDITIONS MAY MAKE IT IMPOSSIBLE TO EXECUTE SUCH ORDERS.

A "SPREAD" POSITION MAY NOT BE LESS RISKY THAN A SIMPLE "LONG"
OR "SHORT" POSITION.

THE HIGH DEGREE OF LEVERAGE THAT IS OFTEN OBTAINABLE IN
COMMODITY TRADING CAN WORK AGAINST YOU AS WELL AS FOR YOU. THE USE
OF LEVERAGE CAN LEAD TO LARGE LOSSES AS WELL AS GAINS.

IN SOME CASES, MANAGED COMMODITY ACCOUNTS ARE SUBJECT TO
SUBSTANTIAL CHARGES FOR MANAGEMENT AND ADVISORY FEES. IT MAY BE
NECESSARY FOR THOSE ACCOUNTS THAT ARE SUBJECT TO THESE CHARGES TO
MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF
THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS AT PAGES 10 AND 11 A
COMPLETE DESCRIPTION OF EACH FEE TO BE CHARGED TO YOUR ACCOUNT BY THE
COMMODITY TRADING ADVISOR.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER
SIGNIFICANT ASPECTS OF THE COMMODITY MARKETS. YOU SHOULD THEREFORE
CAREFULLY STUDY THIS DISCLOSURE DOCUMENT AND COMMODITY TRADING BEFORE
YOU TRADE, INCLUDING THE DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF
THIS INVESTMENT, AT PAGES 9 AND 10.

YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY TRADING ADVISOR
MAY ENGAGE IN TRADING FOREIGN FUTURES OR OPTIONS CONTRACTS.
TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING
MARKETS FORMALLY LINKED TO A UNITED STATES MARKET MAY BE SUBJECT TO
REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION. FURTHER,
UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE
ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-
UNITED STATES JURISDICTIONS WHERE YOUR TRANSACTIONS MAY BE

-2-
<PAGE>
EFFECTED. BEFORE YOU TRADE YOU SHOULD INQUIRE ABOUT ANY RULES RELEVANT TO
YOUR PARTICULAR CONTEMPLATED TRANSACTIONS AND ASK THE FIRM WITH WHICH YOU
INTEND TO TRADE FOR DETAILS ABOUT THE TYPES OF REDRESS AVAILABLE IN
BOTH YOUR LOCAL AND OTHER RELEVANT JURISDICTIONS.

THIS COMMODITY TRADING ADVISOR IS PROHIBITED BY LAW FROM
ACCEPTING FUNDS IN THE TRADING ADVISOR'S NAME FROM A CLIENT FOR
TRADING COMMODITY INTERESTS. YOU MUST PLACE ALL FUNDS FOR TRADING IN
THIS TRADING PROGRAM DIRECTLY WITH A FUTURES COMMISSION MERCHANT.

-3-
<PAGE>
TABLE OF CONTENTS

RISK DISCLOSURE STATEMENT . . . . . . . . . . . . . . . . . . . . . .2

SPECIAL DISCLOSURE STATEMENT
FOR NOTIONALLY FUNDED ACCOUNTS. . . . . . . . . . . . . . . . . . . .5

EAGLE TRADING SYSTEMS, INC. . . . . . . . . . . . . . . . . . . . . .6

TRADING APPROACH. . . . . . . . . . . . . . . . . . . . . . . . . . .7

PRINCIPAL RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . .9

ADVISORY FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ACTUAL OR POTENTIAL CONFLICTS
OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

BROKERAGE ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . . . . 12

PAST PERFORMANCE INFORMATION. . . . . . . . . . . . . . . . . . . . 12

-4-
<PAGE>
<PAGE>
SPECIAL DISCLOSURE STATEMENT
FOR NOTIONALLY FUNDED ACCOUNTS

YOU SHOULD REQUEST YOUR COMMODITY TRADING ADVISOR TO ADVISE YOU
OF THE AMOUNT OF CASH OR OTHER ASSETS (ACTUAL FUNDS) WHICH SHOULD BE
DEPOSITED TO THE ADVISOR'S TRADING PROGRAM FOR YOUR ACCOUNT TO BE
CONSIDERED "FULLY FUNDED." THIS IS THE AMOUNT UPON WHICH THE
COMMODITY TRADING ADVISOR WILL DETERMINE THE NUMBER OF CONTRACTS
TRADED IN YOUR ACCOUNT AND SHOULD BE AN AMOUNT SUFFICIENT TO MAKE IT
UNLIKELY THAT ANY FURTHER CASH DEPOSITS WOULD BE REQUIRED FROM YOU
OVER THE COURSE OF YOUR PARTICIPATION IN THE COMMODITY TRADING
PROGRAM.

YOU ARE REMINDED THAT THE ACCOUNT SIZE YOU HAVE AGREED TO IN
WRITING (THE "NOMINAL" OR "NOTIONAL" ACCOUNT SIZE) IS NOT THE MAXIMUM
POSSIBLE LOSS THAT YOUR ACCOUNT MAY EXPERIENCE.

YOU SHOULD CONSULT THE ACCOUNT STATEMENTS RECEIVED FROM YOUR
FUTURES COMMISSION MERCHANT IN ORDER TO DETERMINE THE ACTUAL ACTIVITY
IN YOUR ACCOUNT, INCLUDING PROFITS, LOSSES AND CURRENT CASH EQUITY
BALANCE. TO THE EXTENT THAT THE EQUITY IN YOUR ACCOUNT IS AT ANY
TIME LESS THAN THE NOMINAL ACCOUNT SIZE YOU SHOULD BE AWARE OF THE
FOLLOWING:

1. ALTHOUGH YOUR GAINS AND LOSSES, FEES AND COMMISSIONS
MEASURED IN DOLLARS WILL BE THE SAME, THEY WILL BE GREATER WHEN
EXPRESSED AS A PERCENTAGE OF ACCOUNT EQUITY.

2. YOU MAY RECEIVE MORE FREQUENT AND LARGER MARGIN CALLS.

3. THE DISCLOSURES WHICH ACCOMPANY THE PERFORMANCE TABLES MAY
BE USED TO CONVERT THE RATES-OF-RETURN ("RORs") IN THE PERFORMANCE
TABLES TO THE CORRESPONDING RORs FOR PARTICULAR PARTIAL FUNDING
LEVELS.

-5-
<PAGE>
<PAGE>
EAGLE TRADING SYSTEMS INC.

EAGLE TRADING SYSTEMS INC. ("EAGLE") is a Delaware corporation
formed in May, 1993 to provide commodity trading advisory services to
selected clients. EAGLE has been registered with the Commodity Future
Trading Commission ("CFTC") as a commodity pool operator and commodity
trading advisor ("CTA") since June 22, 1993, and is a member of the
National Futures Association ("NFA"). All of EAGLE's stock is owned
directly and in trust by Liora and Menachem Sternberg, who are
directors of EAGLE. EAGLE acquired all right, title and interest in
the Eagle systems as of March 31, 1993 and continues the systematic
advisory services pursuant to the Eagle systems previously provided by
Tiverton Trading Incorporated ("Tiverton") whose principal is
unrelated to EAGLE. EAGLE has been independently responsible for the
operation of the Eagle systems since August 1, 1993. The business
offices of EAGLE are located at 701 Mount Lucas Road, Princeton, New
Jersey 08542, telephone (609) 497-5810, facsimile (609) 497-5813.

Menachem Sternberg is the Chairman of the Board and Chief Executive
Officer of Eagle and is a member of the NFA. Prior to joining Eagle
in January 1997, Mr. Sternberg was a Senior Vice President and senior
trader at Caxton Corporation, ("Caxton"), and since July 1995, also
was a principal of Caxton Associates L.L.C. Caxton is a New York based
money management firm investing in the foreign exchange, global
financial, and commodities markets.

Prior to joining Caxton in 1992, Mr. Sternberg was the President and
a director of Tiverton, a registered commodity trading advisor. From
August 1989 to December 1991, Mr. Sternberg also was a Managing
Director of Global Research and Trading Ltd., a corporation engaged in
the research and development of trading and investment strategies in
the futures, forward and option markets. Prior thereto, Mr. Sternberg
was employed by Commodities Corporation, (U.S.A.) from 1979 until
December 31, 1989, first as a research consultant and subsequently as
a First Vice President of CC (U.S.A.). In 1986, he became an employee
of Tiverton in addition to his employment at CC (U.S.A.). Prior to
joining CC (U.S.A.), Mrs. Sternberg was a systems analyst.

Mr. Sternberg received a B.A. cum laude from Tel Aviv University and
a Ph.D. in Economics from Princeton University. His doctoral
dissertation, entitled "Uncertainty and the Use of Forward Contracts",
dealt with theoretical issues concerning hedging and market behavior.
In addition to his involvement in global financial markets, Mr.
Sternberg has advised governmental and corporate clients as an
economic consultant and has authored numerous research and academic
papers. He also has served on the faculty of Ben Gurion University
and as a visiting scholar at Princeton University.

Liora Sternberg is the President and a Director of EAGLE and is a
member of the NFA. Mrs. Sternberg has been involved in the computer
industry since 1977. Starting in October 1982, she was employed by
Menorah Insurance Company Ltd. as a system analyst, in charge of
designing financial applications. From January 1984 until January
1992, she was managing the General Insurance computer applications
department. Mrs. Sternberg initiated and supervised the development
and implementation of a wide range of computer support systems, both
at the management and operational levels. Her position required
involvement in key management and business decisions of the company.
Starting in January 1992, Mrs. Sternberg devoted her time to the study
of financial markets and the design of computerized trading systems.
In May 1993, Mrs. Sternberg formed and became the President of EAGLE.
Mrs. Sternberg received a BA in Computer Science and Philosophy from
Bar Ilan University in 1982.

Nancy Goldak is a Vice President of EAGLE in charge of trade
executions and operations. Prior to joining Eagle in May 1994, Mrs.
Goldak was a Vice President of Reynwood Trading Corporation and
managed its trading desk since November 1987. Mrs. Goldak performed
duties involving treasury cash management, compliance and brokerage
operations for Commodities Corporation (U.S.A.) N.V. from November
1979 to October 1987.

See Past Performance information on page 12.

-6-
<PAGE>
<PAGE>
TRADING APPROACH

Systematic Trading Approach

EAGLE is offering clients advisory services pursuant to a systematic
trading approach. The approach is a computerized technical, trend-
following approach which is based upon the systematization of strict
trading rules, money management principles and volatility adjustment
features. The systematic trading approach is designed to participate
in intermediate and long-term trends while avoiding markets with
excessive volatility. Decisions to initiate or liquidate positions
are dependent upon computer-generated signals which are based on
mathematical analysis of closing market prices and the incorporation
of money management principles and predetermined risk parameters.
Volatility adjustment features are designed to trigger profit-taking
decisions and to avoid markets which exhibit excessive volatility.

Trading Programs

EAGLE's systematic trading approach has served as a conceptual
framework for the development of its trading systems. The systems
were developed with the use of artificial intelligence techniques
which were applied to simulate the operation of diverse combinations
of trading rules using up to 15 years of historical market data (to
the extent available). Once the systems are used in actual trading,
they are constantly monitored and the trading rules are reevaluated to
identify any need for refinements or modifications. The systems'
trading rules incorporate trend following elements, money management
principles, predetermined risk parameters and volatility adjustment
features. The systems are designed to trade on a fully invested basis
in markets exhibiting orderly intermediate and long-term trends, while
avoiding markets characterized by excessive volatility or sharp price
corrections. Sharp price corrections or high volatility will
generally trigger a scale down or even complete liquidation of
positions.

EAGLE is currently offering to clients three trading programs, all
of which incorporate the trading concepts embedded in its systematic
trading approach.

The Eagle System

The Eagle System presently tracks and may trade up to 37 different
futures and forward markets trading on exchanges in the U.S. and
abroad. The system covers a wide variety of commodities, currencies
and US and global financial markets. On April 1, 1995, the Eagle
System added 8 global markets to those previously traded, and most
recently another global market (DAX) was added.

Set forth hereafter is a list of the futures and forward contracts
and markets which the Eagle System currently tracks and in which it
may trade. Eagle in its sole discretion reserves the right to change
the markets and exchanges in which it trades.

SOFTS FOREIGN FINANCIAL INSTRUMENTS
Cocoa CSC German Bund LIFFE
Coffee CSC Short Sterling LIFFE
World Sugar #11 CSC Gilt LIFFE
Cotton NYC Notional MATIF
Pibor MATIF
JGB TSE(SIMEX)
Euroyen TIFFE

CURRENCIES GRAINS
British Pound IMM Corn CBT
Canadian Dollar IMM Wheat CBT
German Mark IMM Soybean Meal CBT
Japanese Yen IMM Soybean Oil CBT
Swiss franc IMM Soybeans CBT

-7-
<PAGE>

ENERGY LIVESTOCK
Crude Oil NYM Live Hogs CME
Heating Oil NYM Live Cattle CME
Pork Bellies CME

US FINANCIAL INSTRUMENTS METALS
Treasury Bonds CBT Gold CMX
Treasury Notes CBT Silver CMX
Eurodollar CBT Copper LME
Aluminum LME

STOCK AND STOCK INDEXES
S&P 500 Index IMM
FTSE LIFFE
NIKKEI SIMEX
DAX DTB

Exchange Legend- CBT-Chicago Board of Trade, CME-Chicago Mercantile
Exch., CMX-Comex, NYM-NY Mercantile Exch., NYC-NY Cotton Exch, IMM-
Int'l Monetary Mrkt, LIFFE-London Financial Exch, TIFFE-Tokyo In'l
Financial Futures Exch, TSE-Tokyo Stock Exch, LME-London Metals Exch,
SIMEX-Singapore Int'l Monetary Exch., DTB-Deutsche Terminboerse.

The Eagle-Global System

The Eagle-Global System is identical to the Eagle System except for
the exclusion of 8 less liquid commodity markets (cocoa, coffee,
cotton, soybean meal, soybean oil, pork bellies, live cattle, and live
hogs) from the 37 markets that the Eagle System tracks and in which it
may trade. The Eagle-Global System commenced trading on August 1,
1995.

The Eagle-FX System

The Eagle-FX System presently tracks and may trade up to 17
different foreign currencies. The system's trading is executed by
using forward contracts in the interbank foreign exchange markets.
The system's trading rules are similar to the ones used by the Eagle
System, with some modification in view of the special nature of the
currencies markets.

Set forth hereafter is a list of currencies which the Eagle-FX
system tracks and in which it may trade. Eagle in its sole discretion
reserves the right to change the list of currencies in which it
trades.

Deutch Mark Italian Lira Austrian Schilling
Japanese Yen Dutch Guilder Australian Dollar
Swiss Franc Belgian Franc Singapore Dollar
British Pound Danish Krone Finnish Marrka
Canadian Dollar Norwegian Krone New Zealand Dollar
French Franc Swedish Krone

Generally, when a client begins trading pursuant to one of EAGLE's
systems, the client will experience a phase-in period during which the
client's account will gradually become fully invested as new signals
are being generated by the system. EAGLE will not attempt to initiate
positions for a new client similar to the positions then held by
existing clients unless, in EAGLE's sole discretion and judgment,
EAGLE believes that such positions can be initiated within the same
predetermined risk parameters which existed when the positions were
initiated for the existing clients.

-8-
<PAGE>
Accordingly, new clients may experience materially different
performance from existing clients until such time as they
become fully invested.

See Past Performance information on page 12.

PRINCIPAL RISK FACTORS

No trading strategy can guarantee profits, of course, and EAGLE may
modify its systematic trading approach at any time by refining the
trading rules or the incorporation of additional markets. As
explained in the Risk Disclosure Statement at the beginning of
this Disclosure Document, futures and option trading is highly
risky. The principal risks are as follows:

Trading On Foreign Exchanges - EAGLE may trade contracts on
exchanges and markets located outside the United States. Although it
is not possible to predict the amount of trading which will be done on
foreign exchanges, such trading will be done when it is thought
advantageous to do so. For example, such markets may offer greater
liquidity than domestic exchanges or trade in contracts which are not
available on United States exchanges. The trading on such exchanges
is not regulated by the CFTC (although the CFTC has promulgated
regulations with respect to the offer and sale of foreign futures and
options in the United States), and therefore may be subject to more
risks than trading on domestic exchanges. For example, some foreign
markets, in contrast to the United States exchanges, are "principals'
markets" similar to the forward markets in which performance is the
responsibility only of the individual member with whom the trader has
entered into a contract and not of any exchange or clearing
corporation. Trading on foreign exchanges might involve the
additional risks of expropriation, burdensome or confiscatory
taxation, moratoriums, exchange and investment controls, or political
or diplomatic events which might adversely affect EAGLE's trading
activities. In addition, unless trades are made to hedge against
fluctuations in the exchange rate between the U.S. dollar and the
currencies in which trading is done on such exchanges, any profits
such trades might yield could be reduced or eliminated, or losses
could be incurred by adverse changes in the exchange rate.

Forward Trading - EAGLE will engage in the trading of forward
contracts. Forward contracting with domestic and foreign banks and
broker-dealer firms currently is not regulated by the CFTC, and such
contracts are not guaranteed by an exchange or its clearing house.
Therefore, there is less protection against defaults in forward
trading than there is in trading such commodities on an exchange.
Since such forward contracts are not guaranteed by an exchange or
clearing house, such a default could deprive an account of unrealized
profits or force EAGLE to cover the account's commitments for purchase
or resale, if any, at the then market price. Furthermore, there are
no requirements with respect to record-keeping, financial
responsibility, or segregation of customer funds and positions. The
CFTC has, however, published in the Federal Register a statement
concerning its jurisdiction over transactions in the foreign currency
markets, including transactions of the type described herein. It is
not possible to predict at this time whether EAGLE's activities in the
foreign currency markets may be affected as a result of that
statement. These activities could be materially affected by a
significant restriction of the ability to trade in the foreign
currency markets.

Price Volatility - A principal risk in commodity trading is the
traditional volatility (rapid fluctuation) in the market prices of
commodities. For example, the rapid fluctuation of currency prices
may be influenced by, among other things, changing supply and demand
relationships; government trade, fiscal, monetary and exchange control
policies; national and international political and economic events;
change in balance of payments and trade; and changes in interest
rates. In addition, governments from time to time enter the currency
markets to influence prices directly, and in some cases may either
revalue or devalue their national currency. Furthermore, policies may
be undertaken which shift values between and among currencies.

-9-
<PAGE>
<PAGE>
Leverage - Because of the leverage typically employed in commodities
trading, a relatively small movement in the market price of a
commodity contract may result in a disproportionately large profit or
loss. The effect of leverage on profits and losses may be exacerbated
if clients do not fully fund their accounts.

Stop Losses - Stop losses placed at a certain price may be executed
at a much greater loss than an optimal exit price should the market
either open through said price or move through the stop so quickly
that execution at the preferred price is not possible.

Illiquidity - Futures and options trading may be illiquid. Most
commodity exchanges limit fluctuations in futures contract prices
during a single day by regulations referred to as daily price limits.
No trade may be executed on a given day beyond such price limit.
Futures and options prices in various commodities have occasionally
moved the daily limit for several consecutive days, thereby preventing
traders from liquidating their positions even though their stops may
have been "set off". In addition, the interbank foreign exchange
market is not directly regulated by governments. Trading in this
market is not standardized. Rather, market participants enter each
transaction on an individual basis. Banks are not required to provide
markets in currencies. There have been periods during which some
banks have refused to quote prices or have quoted prices with
unusually wide spreads between the price at which the bank is prepared
to buy and at which it is prepared to sell. These factors can result
in a market that is illiquid.

Technical Trading Strategy - All the EAGLE's systems are technical,
trend-following trading methods which are based on mathematical
analysis of certain technical data regarding past market price
performance. This kind of trading strategy ordinarily does not
consider fundamental factors such as weather, supply, demand and
political or economic events except to the extent that such
fundamental factors are reflected in technical input data analyzed by
the system. Thus, technical methods like EAGLE's systems may be
unable to respond to fundamental causative events until after their
impact has ceased to influence the market, and futures positions
dictated by such methods may be incorrect in light of the fundamental
factors then affecting the market. A further limitation inherent in
technical strategies like EAGLE's systems is the need for price trends
sufficient to dictate an entry or exit decision. If there is no
substantial price movement, or if a price movement is erratic or ill-
defined, the systems may not be able to identify a trend on which it
can act, or it may react to a minor price movement in establishing a
position contrary to the overall price trend.

Futures trading programs employing trend-following techniques are
not new, and they have become increasingly prominent factors in the
futures markets. The effect of the increase, if any, in the
proportion of funds traded pursuant to systematic trend-following
strategies in recent years cannot be predicted. Such increase,
however, could alter trading patterns or affect the execution of
trades.

The foregoing does not purport to be a complete explanation of the
risks involved in trading futures, forward and option contracts.
Potential clients should carefully study the entire Disclosure
Document and commodity trading in general before determining to open
an account.

ADVISORY FEES

In compensation for the performance of its services pursuant to the
various Eagle Systems, EAGLE will receive from each client, unless
otherwise expressly agreed in writing, a monthly Management Fee equal
to one-quarter of one percent (1/4%) of the Account Value under
management at the end of each month (approximately 3% annually), plus
a quarterly Incentive Payment equal to twenty five percent (25%) of
the New High Profit of the account(s) for each quarter. Account Value
and New High Profit are defined in paragraph 8 of the general form of
Advisory Agreement, a copy of which is attached to this Document and
made a part of it.

Since Account Value may include capital promised, but not actual
deposited in or legally committed to, the client's account (so-called
"notional funds"), and since the management fee is computed as a
percentage of the Account Value, clients utilizing notional funds in
their account should note that the Management Fee referred to above
will be higher when computed as a percentage of the funds actually on
deposit in, or legally committed to, the account than it would be when
it is computed as a percentage of the total Account Value, including
capital promised, but not deposited in or legally committed to, the
client's account.

-10-
<PAGE>

For accounts funded at less than a 100% funding level, the
management fee, as a percentage of actual funds on deposit in, or
legally committed to, the account would be as follows:

Level of Funding

100% 75% 50% 25% 10%
____________________________________________________________________
Management
Fee of 3% 3% 4% 6% 12% 30%
Annually
____________________________________________________________________

ACTUAL OR POTENTIAL CONFLICTS OF INTEREST

Neither EAGLE nor its principal has or contemplates any arrangement
with any Futures Commission Merchant ("FCM"), introducing broker, or
other broker or agent, or with any principal of any FCM, introducing
broker, or other broker or agent, providing compensation in connection
with the establishment or continuation of a client's account. The
only compensation earned or to be earned directly or indirectly by
EAGLE and its principal from any of its client's accounts is set forth
above in the section entitled "Advisory Fees".

The business of EAGLE is trading commodity accounts. While EAGLE
manages any new client's account, it will also be trading the accounts
of other clients and possibly on different financial terms. Although
EAGLE could therefore have an incentive to favor certain accounts over
others in trading, it does not intend to do so, nor does it believe
that such conduct would be a sound practice. EAGLE, its principals,
employees and affiliates may and do trade commodity interests for
their own accounts. In this connection, the orders of the client will
be executed in competition with the orders for proprietary accounts
and other accounts managed by EAGLE or by its principals. Neither
EAGLE nor its principals intend at this time to make records of
trading for their own accounts available for inspection by clients.
Nor do they intend to disclose experimental accounts pursuant to
systems and trading strategies which are not yet offered to clients.

In addition, EAGLE uses a number of different trading systems with
varying degrees of leverage to trade proprietary accounts,
experimental accounts and managed accounts. As a result, trading
decisions generated by one trading program and trading decisions made
by another may be entirely different and may result in some accounts
taking a particular position while other accounts take an opposite
position.

All futures accounts owned or controlled by EAGLE will be combined
for CFTC and exchange position limit purposes. Any such aggregation
could require a reduction in a client's positions or limitations on
the trading in the client's account.

EAGLE and its principals may trade proprietary commodity accounts at
the same brokerage firms as clients but pay lower commission rates
than clients.
<PAGE>
-11-
<PAGE>
BROKERAGE ACCOUNTS

If requested by a client, EAGLE may suggest a particular FCM,
introducing broker, or (with respect to forward contracts) other
broker or agent, although a client is free to select the FCM,
introducing broker, or other broker or agent with which his account
will be carried or through which it will be introduced. The execution
of transactions may, in certain circumstances, be effected on a "give-
up" basis through one or more executing brokers on the various
commodities exchanges utilized by EAGLE.

PAST PERFORMANCE INFORMATION

EAGLE commenced exclusive management of client's accounts pursuant
to the Eagle System and the Eagle-FX System on August 1, 1993. These
Systems, however, do have a longer performance history in trading
client's accounts prior to August 1993 under the management of
Tiverton as detailed in Capsules A and C. Trading pursuant
to the Eagle-Global System commenced on August 1, 1995 and is detailed
in Capsules B(l) and B(2).

Each of the Capsules represent composite performance for all
accounts managed pursuant to a specific Trading Program and therefore,
does not reflect (except when the Capsule covers one account) the
actual performance of any one of the accounts. Within each Trading
Program all of the accounts were traded pursuant to the same signals
generated by the Trading Program. The material differences between
and among such accounts and their relative performance are caused by
the size of each account, its use of notional funds, the number of
contracts traded by the account, the date each account started
trading, the brokerage commission rates charged, and the management
and incentive fees paid by the account. The Capsules do not include
proprietary or experimental accounts.

The rates of return set forth below in Capsule A are based on the
fully funded subset of EAGLE's accounts
managed pursuant to the Trading Program as detailed in CFTC advisory
93-13. This means that (i) Eagle Trading is managing some accounts
which are fully funded and others which are funded at less than 100%,
but only fully funded accounts are shown; (ii) the value of the Fully-
Funded accounts included in the subset constitutes at least 10% of the
cash and other margin qualifying assets ("Actual Funds") plus the
amount by which the account's trading level exceeds the Actual Funds
("Nominal Account Size"); and (iii) there are no material differences
in the gross trading profit (loss) between the Fully-Funded subset and
the Nominal Account Size. The accounts reflected in Capsule B(l)
didn't qualify for use of the fully funded subset method, and thus
reflect the ROR's on the actual funds in the accounts. Capsules B(2)
and C do not contain notional funded accounts.

SEE SPECIAL DISCLOSURE FOR NOTIONALLY FUNDED ACCOUNTS ON PAGE 5.

NO REPRESENTATION IS MADE THAT EAGLE WILL OR IS LIKELY TO ACHIEVE
FOR THE ACCOUNTS IN ITS MANAGED ACCOUNT PROGRAM PROFITS OR INCUR
LOSSES COMPARABLE TO THOSE SHOWN.

-12-
<PAGE>
<PAGE>
EAGLE SYSTEM

As of December 31, 1996

Name of CTA: Eagle Trading Systems, Inc.
Program: Eagle System
Start Date: August 1993 (All Trading for EAGLE)
August 1993 (Eagle System traded exclusively by
EAGLE)
September 1989 (Trading of Eagle System under
management of Tiverton)
No. Accounts: 13 (Eagle System)
Aggregate $$:
All Programs: $ 146,160,102 (EAGLE Total Assets including Notional)
$ 140,831,318 (EAGLE Total Assets excluding Notional)
$$ in This Program: $ 130,497,776 (Eagle System Total
Assets including Notional)
$ 127,375,457 (Eagle System Total Assets
excluding Notional)

Largest monthly
draw-down: (19.42)% Feb-96 "Largest monthly
drawdown" means the greatest
percentage decline in account value
due to losses sustained in the Eagle-
System from the beginning to the end
of a calendar month.

Worst peak-to-valley
draw-down: (30.75)% May 90 - Nov 91 "Worst
peak-to-valley draw-down" means the
greatest cumulative percentage decline
in month-end account value due to
losses sustained in the Eagle System
during a period in which the initial
month-end account value is not equaled
or exceeded by a subsequent month-end
account value.

Closed accounts;
Eagle System Profitable = 7
Unprofitable = 1

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

<TABLE>
CAPSULE A - EAGLE SYSTEM MONTHLY/ANNUAL RATES OF RETURN
(Based on Fully Funded Subset)
<CAPTION>
MONTH 1996 1995 1994 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jan 10.93 0.70 (1.05) 2.70 (12.21) (0.04) 2.34
Feb (19.42) 9.65 (2.70) 13.74 (7.56) (5.68) 0.80
Mar (1.25) 6.46 11.43 (1.09) 2.48 14.36 7.23
Apr 10.26 5.86 4.68 11.25 10.07 (1.79) 21.68
May (9.39) 17.23 11.86 (4.25) (2.05) (0.70) (12.83)
Jun 3.55 (6.90) 0.03 8.44 12.99 0.57 (1.35)
Jul (12.65) (2.01) (7.01) 3.01 17.85 (1.65) 8.34
Aug 1.39 (6.05) (3.03) 4.14 9.69 (8.61) (7.52)
Sep 18.20 8.28 (2.84) (9.69) (2.06) 5.01 (0.96) (6.83)
Oct 26.77 7.06 4.88 9.14 (4.98) (2.38) (2.30) (7.72)
Nov 6.45 13.83 6.82 6.04 7.60 (10.54) (5.88) 9.62
Dec (8.62) 4.70 4.69 4.27 2.87 29.89 1.24 (5.55)

YTD 17.88% 72.74% 29.13% 56.05% 34.93% 13.22% 6.92% (10.98%)
</TABLE>

The Conversion Chart on page 17 may be used to convert the ROR's in
the Capsule to corresponding ROR's for particular funding levels.

-13-
<PAGE>
<PAGE>
EAGLE-GLOBAL SYSTEM

As of December 31, 1996

Name Of CTA: Eagle Trading Systems, Inc.
Program: Eagle-Global System
Start Date: August 1993 (All Trading for EAGLE)
August 1995 (Eagle-Global System)
No. Accounts: 7 (Eagle-Global System)
Aggregate $$:
All Programs: $ 146,160,102 (EAGLE Total Assets including Notional)
$ 140,831,318 (EAGLE Total Assets excluding Notional)

$$ in This Program: $ 36,938,828 (Eagle-Global System
Total Assets including Notional)
$ 31,092,507 (Eagle-Global System Total Assets
excluding, Notional)
Largest monthly
draw-down: (14.29)% Aug-95 "Largest monthly
drawdown" means the greatest
percentage decline in account value
due to losses sustained in the Eagle-
Global System from the beginning to
the end of a calendar month.

Worst peak-to-valley
draw-down: (27.59)% Feb 96 to Jul 96
"Worst peak--to-valley draw-down"
means the greatest cumulative
percentage decline in month-end
account value due to losses
sustained in the Eagle-Global
System during a period in which
the initial month-end account
value is not equaled or exceeded
by a subsequent month-end account
value.

Closed accounts;
Eagle-Global Profitable = 1
Unprofitable = 1

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

CAPSULE B(1) - EAGLE-GLOBAL SYSTEM MONTHLY/ANNUAL RATES OF RETURN
(Based on 30 - 60% Funding Level)

MONTH 1995
Aug (14.29)
Sep 17.74
Oct 21.71
Nov 23.39
Dec 8.73

YTD 64.78%

As of December 31, 1995 the composite funding level for the accounts
in capsule B(l) was approximately 54%.

The Conversion Chart on page 17 may be used to convert the ROR's in
the Capsule to corresponding ROR's for a fully funded account.

-14-
<PAGE>
<PAGE>
EAGLE-GLOBAL SYSTEM Continued

CAPSULE B(2) - EAGLE-GLOBAL SYSTEM MONTHLY/ANNUAL RATES OF RETURN
(Based on Fully Funded Subset)

MONTH 1996 1995
Jan 8.90
Feb (13.14)
Mar (0.94)
Apr 5.78
May (10.04)
Jun 1.34
Jul (12.73)
Aug 5.14
Sep 18.64
Oct 27.67 0.55
Nov 8.14 2.36
Dec (7.71) (2.44)

YTD 25.34% 0.41%

-15-
<PAGE>

EAGLE-FX SYSTEM

As of December 31, 1996

Name of CTA: Eagle Trading Systems, Inc.
Program: Eagle-FX System
Start Date: August 1993 (All Trading for EAGLE)
August 1993 (Eagle-FX System traded exclusively
by EAGLE)
September 1991 (Trading of Eagle-FX System
under management of Tiverton)
No. Accounts: 1 (Eagle-FX System)
Aggregate $$:
All Programs: $ 146,160,102 (EAGLE Total Assets
including Notional)
$ 140,831,318 (EAGLE Total Assets excluding
Notional)
$$ in This Program. $ 3,373,091 (Eagle-FX System Total
Assets including Notional)
$ 3,373,091 (Eagle-FX System Total Assets
excluding Notional)
Largest monthly
draw-down: (19.12)% Jan-92 "Largest
monthly draw-down" means the
greatest percentage decline in
account value due to losses
sustained in the Eagle-FX System
from the beginning to the end of
a calendar month.
Worst peak-to-valley
draw-down: (25.67)% Sept 92-Nov 94 "Worst
peak-to-valley draw-down" means the
greatest cumulative percentage decline
in month-end account value due to
losses sustained in the Eagle-FX
System during a period in which the
initial month-end account value is not
equaled or exceeded by a subsequent
month-end account value.

Closed accounts; Eagle-FX Profitable = 0
Unprofitable = 0

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

<TABLE>
CAPSULE C - EAGLE-FX MONTHLY/ANNUAL RATES OF RETURN
<CAPTION>
MONTH 1996 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>
Jan 10.94 (0.58) (8.62) (2.51) (19.12)
Feb (5.10) 15.48 (6.15) 3.29 (4.51)
Mar 13.26 17.30 (0.37) (4.47) 3.82
Apr 4.75 2.08 1.08 (1.77) (3.49)
May (3.57) (10.96) (3.65) 2.35 0.34
Jun (1.22) (1.93) 11.48 1.81 25.95
Jul (3.63) (2.16) 4.02 0.23 13.10
Aug (0.92) 1.40 (16.13) 1.23 17.05
Sep 11.75 (0.96) 1.57 2.79 (7.00) 2.51
Oct 5.99 (0.30) 10.33 (0.86) (0.45) (14.72)
Nov 2.78 (2.54) (12.92) 1.59 3.71 3.36
Dec 2.24 (9.66) 1.09 (3.38) (1.90) 39.47

YTD 41.40% (3.57)% (20.17)% (0.08)% 21.95% 26.01%
</TABLE>

-16-
<PAGE>
<PAGE>
CONVERSION CHART FOR CAPSULE A

The following table shows the conversion of "Fully Funded" monthly
ROR's to the corresponding ROR's which would have been experienced by a
notionally funded account, depending on the levels of funding:

<TABLE>
<CAPTION>
ACTUAL ROR
FULLY FUNDED FUNDED AT: 100% 80% 60% 40% 20%
<S> <C> <C> <C> <C> <C>
40% 40.00% 50.00% 66.67% 100.00% 200.00%
35% 35.00% 43.75% 58.33% 87.50% 175.00%
30% 30.00% 37.50% 50.00% 75.00% 150.00%
25% 25.00% 31.25% 41.67% 62.50% 125.00%
20% 20.00% 25.00% 33.33% 50.00% 100.00%
15% 15.00% 18.75% 25.00% 37.50% 75.00%
10% 10.00% 12.50% 16.67% 25.00 50.00%
5% 5.00% 6.25% 8.33% 12.50% 25.00%
(0%) (0.00%) (0.00%) (0.00%) (0.00%) (0.00%)
(5%) (5.00%) (6.25%) (8.33%) (12.50%) (25.00%)
(10%) (10.00%) (12.50%) (16.67%) (25.00%) (50.00%)
(15%) (15.00%) (18.75%) (25.00%) (37.50%) (75.00%)
(20%) (20.00%) (25.00%) (33.33)% (50.00%) (100.00%)
(25%) (25.00%) (31.25%) (41.67%) (62.50%) (125.00%)
</TABLE>

CONVERSION CHART FOR CAPSULE B(1)

The following chart shows the correlation between the ROR's for the
partially funded accounts in Capsule B(1) and the ROR's which these
accounts would have achieved if they were fully funded. To use the
chart, follow these steps: (1) find ROR for a period in the far left
column headed "A@AL ROR PARTIAL FUNDING' which is closest to the ROR in
the Capsule; and (2) find the ROR corresponding to the ROR in step (1)
under column heading, which reflects the approximate level of funding
in an account (e.g., 30%, 40%. etc.). The ROR in step (2) reflects the@
approximate ROR that an account would have experienced if it had been
fully funded instead of being, funded at the level in step (2). For
example, the ROR in Capsule B(l) for October 1995 is 21.7 1 % (e.a.,
20% is the@closest ROR on the chart). If an account was 40% funded,
the ROR under the "40%" column in the chart shows that a fully funded
account would have achieved a ROR of approximately 8% in that period.

<TABLE>
<CAPTION>
ROR ON A FULLY
ACTUAL ROR FUNDED BASIS FOR
PARTIAL FUNDING A/C's FUNDED AT: 60% 50% 40% 30% 20%
<S> <C> <C> <C> <C> <C> <C>
40% 24.00% 20.00% 16.00% 12.00% 8.00%
35% 21.00% 17.50% 14.00% 10.50% 7.00%
30% 18.00% 15.00% 12.00% 9.00% 6.00%
25% 15.00% 12.50% 10.00% 7.50% 5.00%
20% 12.00% 10.00% 8.00% 6.00% 4.00%
15% 9.00% 7.50% 6.00% 4.50% 3.00%
10% 6.00% 5.00% 4.00% 3.00% 2.00%
5% 3.00% 2.50% 2.00% 1.50% 1.00%
(0%) (0.00%) (0.00%) (0.00%) (0.00%) (0.00%)
(5%) (3.00%) (2.50%) (2.00%) (1.50%) (1.00%)
(10%) (6.00%) (5.00%) (4.00%) (3.00%) (2.00%)
(15%) (9.00%) (7.50%) (6.00%) (4.50%) (3.00%)
(20%) (12.00%) (10.00%) (8.00%) (6.00%) (4.00%)
(25%) (15.00%) (12.50%) (10.00%) (7.50%) (5.00%)
</TABLE>

-17-
<PAGE>
<PAGE>
EXHIBIT "C"

Trading Limitations

The Partnership will not: (i) engage in pyramiding its
commodities positions (i.e., the use of unrealized profits
on existing positions to provide margin for the acquisition
of additional positions in the same or a related commodity),
but may take into account open trading equity on existing
positions in determining generally whether to acquire
additional commodities positions; (ii) borrow or loan money
(except with respect to the initiation or maintenance of the
Partnership's commodities positions or obtaining lines of
credit for the trading of forward contracts; provided,
however, that the Partnership is prohibited from incurring
any indebtedness on a non-recourse basis); (iii) permit
rebates or give-ups to be received by the General Partner or
its affiliates, or permit the General Partner or any
affiliate to engage in any reciprocal business arrangements
which would circumvent the foregoing prohibition; (iv)
permit the Advisor to share in any portion of the commodity
brokerage fees paid by the Partnership; (v) commingle its
assets, except as permitted by law; or (vi) permit the
churning of its commodity accounts.

The Partnership will conform in all respects to the
rules, regulations and guidelines of the markets on which
its trades are executed.

Trading Policies

Subject to the foregoing limitations, the Advisor has
agreed to abide by the trading policies of the Partnership,
which currently are as follows:

(1) Partnership funds will generally be invested in
futures, forward and option contracts which are traded in
sufficient volume to permit taking and liquidating
positions.

(2) Stop or limit orders may, in the Advisor's
discretion, be given with respect to initiating or
liquidating positions in order to limit losses or secure
profits. If stop or limit orders are used, no assurance can
be given, however, that Prudential Securities will be able
to liquidate a position at a specified stop or limit order
price, due to either the volatility of the market or the
inability to trade because of market limitations.

(3) The Partnership generally will not initiate an
open position in a futures contract (other than a cash
settlement contract) during any delivery month in that
contract, except when required by exchange rules, law or
exigent market circumstances. This policy does not apply to
forward and cash market transactions.

(4) The Partnership may occasionally make or accept
delivery of a commodity, including, without limitation,
currencies.

(5) The Partnership will, from time to time, employ
trading techniques such as spreads, straddles and
conversions.

<PAGE>
<PAGE>
(Exhibit "C" - continued)

(6) The Advisor will not initiate open positions which
would result in net long or short positions requiring margin
or premium for outstanding positions in excess of 15% of the
Partnership's Net Asset Value allocated to the Advisor for
any one commodity, or in excess of 66 % of the Partnership's
Net Asset Value allocated to the Advisor for all commodities
combined.

(7) To the extent the Partnership engages in
transactions in foreign currency forward contracts other
than with or through Prudential Securities or its
affiliates, the Partnership will only engage in such
transactions with or through a bank which as of the end of
its last fiscal year had an aggregate balance in its
capital, surplus and related accounts of at least
$100,000,000, as shown by its published financial statements
for such year, and through other broker-dealer firms with an
aggregate balance in its capital, surplus and related
accounts of at least $50,000,000.

The General Partner will be responsible for the
management of non-commodities assets, with the assistance of
Prudential Securities or other affiliates. At least 75% of
the Partnership's Net Asset Value will be maintained in
interest-bearing U.S. Treasury obligations (primarily U.S.
Treasury bills), a significant portion of which will be
utilized for margin purposes (to the extent practicable) for
the Partnership's commodities positions. All interest
earned on such funds will be paid to the Partnership. The
balance of the Partnership's Net Asset Value will be held in
cash (to avoid the daily buying and selling of interest-
bearing obligations and to pay ongoing expenses).

-2-

<PAGE>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial
information extracted from the financial
statements for Prudential Securities Aggressive
Growth Fund, L.P. and is qualified in its
entirety by reference to such financial statements
</LEGEND>

<RESTATED>
<CIK> 0000899174
<NAME> Prudential Securities Aggressive Growth Fund, L.P.

<MULTIPLIER> 1

<FISCAL-YEAR-END> Dec-31-1997

<PERIOD-START> Jan-1-1997

<PERIOD-END> Sep-30-1997

<PERIOD-TYPE> 9-Mos

<CASH> 2,051,204

<SECURITIES> 6,147,017

<RECEIVABLES> 2,098

<ALLOWANCES> 0

<INVENTORY> 0

<CURRENT-ASSETS> 8,200,319

<PP&E> 0

<DEPRECIATION> 0

<TOTAL-ASSETS> 8,200,319

<CURRENT-LIABILITIES> 875,110

<BONDS> 0

<COMMON> 0

<OTHER-SE> 7,325,209

<TOTAL-LIABILITY-AND-EQUITY> 8,200,319

<SALES> 0

<TOTAL-REVENUES> 1,022,439

<CGS> 0

<TOTAL-COSTS> 0

<OTHER-EXPENSES> 789,691

<LOSS-PROVISION> 0

<INTEREST-EXPENSE> 0

<INCOME-PRETAX> 0

<INCOME-TAX> 0

<INCOME-CONTINUING> 0

<DISCONTINUED> 0

<EXTRAORDINARY> 0

<CHANGES> 0

<NET-INCOME> 232,748

<EPS-PRIMARY> 2.70

<EPS-DILUTED> 0

</TABLE>