PRUDENTIAL BACHE DIVERSIFIED FUTURES FUND L P - 10-Q Quarterly Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarter ended March 31, 2003

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

For the transition period from _______________________ to ______________________

Commission file number: 0-17592

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

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

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

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

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

Indicate by check CK whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _CK_ No __

Indicate by check CK whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes __ No _CK

Part I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.
(a limited partnership)
STATEMENTS OF FINANCIAL CONDITION
(Unaudited)

2

PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.
(a limited partnership)
CONDENSED SCHEDULES OF INVESTMENTS
(Unaudited)

3

PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.
(a limited partnership)
STATEMENTS OF OPERATIONS
(Unaudited)

STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)

4

PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)

A. General

These financial statements have been prepared without audit. In the opinion
of Seaport Futures Management, Inc. (the 'General Partner'), the financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to state fairly the financial position of
Prudential-Bache Diversified Futures Fund L.P. (the 'Partnership') as of March
31, 2003 and December 31, 2002 and the results of its operations for the three
months ended March 31, 2003 and 2002. However, the operating results for the
interim periods may not be indicative of the results expected for the full year.

Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America 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,
2002.

B. Related Parties

The General Partner and its affiliates perform services for the Partnership
which include, but are not limited to: brokerage services; accounting and
financial management; registrar, transfer and assignment functions; investor
communications, printing and other administrative services. A portion of the
general and administrative expenses of the Partnership for the three months
ended March 31, 2003 and 2002 was borne by Prudential Securities Incorporated
('PSI'), an affiliate of the General Partner, and its affiliates.

Costs and expenses charged to the Partnership for these services for the
three months ended March 31, 2003 and 2002 were:

Expenses payable to the General Partner and its affiliates (which are
included in accrued expenses payable) as of March 31, 2003 and December 31, 2002
were $3,956 and $2,713, respectively.

The Partnership's assets are maintained either in trading or cash accounts
with PSI, the Partnership's commodity broker and an affiliate of the General
Partner, for margin purposes.

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

C. Derivative Instruments and Associated Risks

The Partnership is exposed to various types of risk associated with the
derivative instruments and related markets in which it invests. These risks
include, but are not limited to, risk of loss from fluctuations in the value of
derivative instruments held (market risk) and the inability of counterparties to
perform under the terms of the Partnership's investment activities (credit
risk).

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Market risk

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

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

Credit risk

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

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

PSI, when acting as the Partnership's futures commission merchant in
accepting orders for the purchase or sale of domestic futures 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 allowed to commingle such assets with other assets of
PSI. At March 31, 2003, such segregated assets totalled $6,367,452. Part 30.7 of

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the CFTC regulations also requires PSI to secure assets of the Partnership
related to foreign futures and options trading which totalled $3,158,439 at
March 31, 2003. There are no segregation requirements for assets related to
forward trading.

As of March 31, 2003, all of the Partnership's open futures and forward
contracts mature within one year.

D. Financial Highlights

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

Liquidity and Capital Resources

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

At March 31, 2003, 100% of the Partnership's total net assets was allocated
to commodities trading. A significant portion of the net asset value was held in
U.S. Treasury bills (which represented approximately 66% of the net asset value
prior to redemptions payable) and cash, which are used as margin for the
Partnership's trading in commodities. Inasmuch as the sole business of the
Partnership is to trade in commodities, the Partnership continues to own such
liquid assets to be used as margin.

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

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

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

Redemptions by the limited partners and the General Partner for the three
months ended March 31, 2003 were $193,684 and $2,582, respectively, and from
commencement of operations (October 19, 1988) through March 31, 2003 totalled
$51,497,858 and $1,125,221 for the limited partners and General Partner,
respectively. Limited partners may redeem units as of the last business day of
any calendar quarter at the then current net asset value per Unit. Future
redemptions will impact the amount of funds available for investment in
commodity contracts in subsequent periods.

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

Results of Operations

The net asset value per Unit as of March 31, 2003 was $516.49, an increase of
14.69% from the December 31, 2002 net asset value per Unit of $450.33. Past
performance is not necessarily indicative of future results.

The Partnership's trading gains (losses) before commissions were
approximately $1,432,000 and $(617,000) during the three months ended March 31,
2003 and 2002, respectively. Due to the nature of the

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Partnership's trading activities, a period to period comparison of its trading
results is not meaningful. However, a detailed discussion of the Partnership's
current quarter trading results is presented below.

Quarterly Market Overview

Global economic activity for the first quarter of 2003 was characterized by
weakness and volatility. The U.S. economy exhibited signs of a slowdown as
consumers and businesses continued to reduce spending due to concerns regarding
the war in Iraq, SARS outbreak, high oil price premiums, weak corporate profits
and depressed global economies. With the exception of steady automobile orders
and existing home sales fueled by attractive interest rates, retail sales
continued to be sluggish. Labor market indicators were negative and
manufacturing contracted. Foreign economies generally mirrored that of the U.S.
In Europe and Asia, economic recovery appeared to have slowed, but Canada
recorded moderate economic expansion.

Indices: Major global equity markets rallied early in the quarter but slid on
fears of an impending war with Iraq, possible terrorism and geopolitical
tension. Anticipation of a quick decisive victory in Iraq resulted in a brief
market run up in mid-March. However, toward the end of the quarter, markets were
whipsawed as investors responded to every turn of military events in the Middle
East. Ultimately, the markets ended the quarter lower as investors awaited a
resolution. The Dow Jones Industrial Average closed down 4.2% and the S&P 500
dropped 3.2%. Several encouraging earnings reports boosted the Nasdaq Composite
resulting in a net gain of 0.42% for the quarter. Japan's Nikkei 225 stock index
hit a 20-year low at the end of the first quarter.

Interest rates: At both the January and March meetings, the U.S. Federal
Reserve left the federal funds rate unchanged at the 41-year low of 1.25%. In
mid-March, initial optimism for the Coalition Forces' success in Iraq resulted
in a shift by investors to junk bonds and stocks marking the worst setback for
the U.S. Treasury markets in 18 months. U.S. Treasury yields increased by 41
basis points from a 44-year low, incurring the biggest weekly increase in yield
since November 2001. Toward the end of the quarter, uncertainty about the war
led investors to take defensive positions, with the price of 10-year Treasury
notes ending the quarter up 3.81%. In Europe, the European Central Bank cut
interest rates by 0.25% in the beginning of March. The lowered interest rate
coupled with weak global economic growth prospects resulted in the strengthening
of European bond prices.

Currencies: Perceptions of quick success in Iraq boosted the U.S. dollar
versus many foreign currencies. However, concerns that the war would disrupt the
U.S. economy strengthened the euro against the U.S. dollar. For the first time
in three years, the exchange rate between the euro and U.S. dollar reached
$1.10. As a result, the U.S. dollar ended the quarter down against the euro and
the Japanese yen. In Canada, the Bank of Canada increased its overnight interest
rate in March in response to inflation concerns, resulting in the strengthening
of the Canadian dollar.

Energies: Price increases in the world oil markets at the beginning of the
first quarter were fed by concerns of supply disruptions due to the conflict in
Iraq, civil strife in Venezuela, anticipation of a Nigerian strike and tensions
on the Korean peninsula. In mid-March, anticipation of a quick resolution of the
war in Iraq coupled with the end of an extended cold snap in the northeastern
United States led to a significant reversal in energy prices. However, at
quarter-end, fears of the possibility of a prolonged war in Iraq and low
supplies pushed energy futures prices higher despite the securing of Iraqi oil
wells.

Softs: Cocoa prices declined as a result of the continuing political
stability in the Ivory Coast. Expectations for less rain in the U.S. plains
states boosted wheat prices toward the end of the quarter and corn prices rose
as a result of bullish prospective planting and stocks data released by U.S.
Department of Agriculture. Soybean futures declined as a result of rain in key
growing regions in Southern Argentina and weaker overseas prices.

Quarterly Partnership Performance

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

Interest rates (+): Concerns around the war in Iraq, poor performance in the
equity markets and weak global economies strengthened Japanese, U.S. Treasury
and European bond prices resulting in net gains for long positions.

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Currencies (+): The U.S. dollar fell against many foreign currencies amid
concerns that the war in Iraq would disrupt the U.S. economy. Long Australian
dollar/U.S. dollar and euro/U.S. dollar cross-rate positions resulted in net
gains.

Energies (+): Long natural gas positions resulted in net gains as prices rose
amid expectations of unseasonable cold weather in Northeastern U.S. and sharp
drawdown of storage levels.

Indices (+): Global equity markets declined throughout the quarter resulting
in net gains for short positions in the Euro DAX, EURSTOX 50 and Japanese Nikkei
Dow indices.

Metals (-): Long aluminum and zinc positions incurred losses as base metal
prices declined due to large inventories and reduced demand.

Grains (-): Long soybean positions resulted in net losses as the price of
soybeans declined due to rain in key growing regions in Southern Argentina and
weaker overseas prices.

Interest income is earned on the Partnership's investment in U.S. Treasury
bills and varies monthly according to interest rates, as well as the effect of
trading performance and redemptions on the level of interest-bearing funds.
Interest income from U.S. Treasury bills decreased by $5,000 for the three
months ended March 31, 2003 as compared to the corresponding period in 2002. The
decline in interest income was principally due to lower interest rates during
the three months ended March 31, 2003 versus the corresponding period in 2002.
The decline was partially offset by higher overall investment in U.S. Treasury
bills primarily due to the effect of favorable trading performance during 2002
and the first quarter of 2003 on the monthly net asset values, which was further
offset, in part, by the effect of redemptions on the monthly net asset values.

Commissions paid to PSI are calculated on the Partnership's net asset value
on the first day of each month and, therefore, vary monthly according to trading
performance and redemptions. Commissions increased by $38,000 for the three
months ended March 31, 2003 as compared to the corresponding period in 2002. The
increase was primarily due to the effect of favorable trading performance
(offset, in part, by redemptions) during 2002 and the First Quarter of 2003 on
the monthly net asset values.

All trading decisions for the Partnership are made by John W. Henry &
Company, Inc. (the 'Trading Manager'). Management fees are calculated on the
Partnership's net asset value as of the end of each month and, therefore, are
affected by trading performance and redemptions. Management fees increased by
$13,000 for the three months ended March 31, 2003 as compared to the
corresponding period in 2002 primarily due to fluctuations in monthly net asset
values as further discussed above.

Incentive fees are based on the 'New High Net Trading Profits' generated by
the Trading Manager, as defined in the advisory agreement among the Partnership,
the General Partner and the Trading Manager. Incentive fees incurred for the
three months ended March 31, 2003 totalled $23,000. No incentive fees were
incurred during the three months ended March 31, 2002.

General and administrative expenses include audit, tax and legal fees as well
as printing and postage costs. General and administrative expenses for the three
months ended March 31, 2003 were relatively comparable to the corresponding
period in 2002.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, the General Partner
carried out an evaluation, under the supervision and with the participation of
the officers of the General Partner, including the General Partner's chief
executive officer and chief financial officer, of the effectiveness of the
design and operation of the Partnership's disclosure controls and procedures.
Based upon that evaluation, the General Partner's chief executive officer and
chief financial officer concluded that the Partnership's disclosure controls and
procedures are effective. There were no significant changes in the Partnership's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.

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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

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

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

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

99.1--Certificate pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the SARBANES-OXLEY
Act of 2002 (filed herewith)

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

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SIGNATURES

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

PRUDENTIAL-BACHE DIVERSIFIED FUTURES FUND L.P.

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

By: /s/ Steven Weinreb Date: May 15, 2003
----------------------------------------
Steven Weinreb
Chief Financial Officer

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CERTIFICATIONS

I, Eleanor L. Thomas, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Prudential-Bache
Diversified Futures Fund L.P. (the 'Partnership');

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Partnership as of, and for, the periods presented in this
quarterly report;

4. The Partnership's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Partnership and
we have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the Partnership,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the Partnership's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the 'Evaluation
Date'); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The Partnership's other certifying officers and I have disclosed, based
on our most recent evaluation, to the Partnership's auditors and the
board of directors of the general partner of the Partnership:

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
Partnership's ability to record, process, summarize and
report financial data and have identified for the
Partnership's auditors any material weaknesses in internal
controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Partnership's internal controls; and

6. The Partnership's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Date: May 15, 2003 /s/ Eleanor L.Thomas
--------------------------------------
Eleanor L. Thomas
President (chief executive officer)
of the general partner of the Partnership

I, Steven Weinreb, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Prudential-Bache
Diversified Futures Fund L.P. (the 'Partnership');

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;

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3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Partnership as of, and for, the periods presented in this
quarterly report;

4. The Partnership's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Partnership and
we have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the Partnership,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the Partnership's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the 'Evaluation
Date'); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The Partnership's other certifying officers and I have disclosed, based
on our most recent evaluation, to the Partnership's auditors and the
board of directors of the general partner of the Partnership:

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
Partnership's ability to record, process, summarize and
report financial data and have identified for the
Partnership's auditors any material weaknesses in internal
controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Partnership's internal controls; and

6. The Partnership's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Date: May 15, 2003 /s/ Steven Weinreb
--------------------------------------
Steven Weinreb
Chief Financial Officer
of the general partner of the Partnership

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