UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 1997

Commission File Number 0-18467

SHEARSON HUTTON PERFORMANCE PARTNERS
(Exact name of registrant as specified in its charter)

Delaware 13-3486116
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

c/o Smith Barney Futures Management Inc.
390 Greenwich St. - 1st Fl.
New York, New York 10013
(Address and Zip Code of principal executive offices)

(212) 723-5424
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: 60,000 Units
of Limited
Partnership
Interest
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No

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

PART I

Item 1. Business.

(a) General development of business. Shearson Hutton Performance Partners
(the "Partnership") is a limited partnership organized on October 3, 1988 under
the Partnership Laws of the State of Delaware. The Partnership engages in
speculative trading of commodity interests, including forward contracts on
foreign currencies, commodity options and commodity futures contracts including
futures contracts on United States Treasuries and other financial instruments,
foreign currencies and stock indices. The Partnership commenced trading on June
6, 1989. A total of 60,000 Units of Limited Partnership Interest in the
Partnership (the "Units") were offered to the public. A Registration Statement
on Form S-1 relating to the public offering of 60,000 Units became effective on
December 29, 1988. Redemptions for the years ended December 31, 1997, 1996 and
1995 are reported in the Statement of Partners' Capital on page F-5 under "Item
8. Financial Statements and Supplementary Data."

Smith Barney Futures Management Inc. acts as the general partner (the
"General Partner") of the Partnership and is a wholly owned subsidiary of Smith
Barney Inc. ("SB"). SB acts as commodity broker for the Partnership. On November
28, 1997, Smith Barney Holdings Inc. was merged with Salomon Inc to form Salomon
Smith Barney Holdings Inc. ("SSBH"), a wholly owned subsidiary of Travelers
Group Inc. SB is a wholly owned subsidiary of SSBH.

The Partnership ceased trading during December 1997. The General Partner
withdrew effective December 31, 1997, and the Partnership terminated operations
as of that date. Distribution of the Partnership's capital was made subsequent
to that date.

Under the Limited Partnership Agreement, the General Partner administers
the business and affairs of the Partnership. At December 31, 1997, the General
Partner, on behalf of the Partnership, had entered into Management Agreements
(the "Management Agreement") with SJO, Inc. and TrendLogic Associates Inc. (the
"Advisors") who make all commodity trading decisions for the Partnership. Two of
the principals of TrendLogic Associates, Mr. Paul E. Dean and Mr. Richard
Semels, are employees of SB. TrendLogic Associates was added as an Advisor to
the Partnership effective April 3, 1997.

Pursuant to the terms of the Management Agreement, the Partnership is
obligated to pay SJO, Inc. and TrendLogic Associates Inc. a monthly management
fee equal to 2.5% and 2% per annum of the Partnership's Net Assets,
respectively, and an incentive fee, payable quarterly, equal to 20% of the
Partnership's Trading Profits. Trading Profits do not include interest paid to
the Partnership by SB under the terms of the Customer Agreement (the "Customer
Agreement").

Under the terms of the Customer Agreement entered into with SB, the
Partnership is obligated to pay SB a monthly brokerage fee equal to .625% of
month-end Trading Assets (7-1/2% per year) in lieu of brokerage commissions on a
per trade basis. SB pays a

portion of such brokerage fees to certain of its financial consultants, who are
employees that sold Units in the initial offering. Such financial consultants
will receive a portion of the brokerage fees deemed to be attributable to the
Units sold by them. Brokerage fees will be paid for the life of the Partnership,
although the rate at which such fees will be paid may be changed. The
Partnership will pay, or reimburse, SB for National Futures Association,
exchange, clearing and floor brokerage fees. These fees depend on the number of
trades entered into by the Advisor. The Customer Agreement between the
Partnership and SB gives the Partnership the legal right to net unrealized gains
and losses.

In addition, SB pays the Partnership interest on 80% of the average daily
equity maintained in cash in its account during each month the rate equal to the
average non competitive yield of 13- week U.S. Treasury Bills as determined at
the weekly auctions thereof during the month.

(b) Financial information about industry segments. The Partnership's
business consists of only one segment, speculative trading of commodity futures
contracts. The Partnership does not engage in sales of goods or services. The
Partnership's net income (loss) from operations for the years ended December 31,
1997, 1996, 1995, 1994 and 1993 is set forth under "Item 6. Select Financial
Data." The Partnership's capital as of December 31, 1997 was $1,225,424.

(c) Narrative description of business. See Paragraphs (a) and (b) above.
(i) through (x) - Not applicable. (xi) through (xii) - Not applicable.
(xiii) The Partnership has no employees.
(d) Financial Information About Foreign and Domestic Operations and Export
Sales. The Partnership does not engage in sales of goods or services, and
therefore this item is not applicable.

Item 2. Description of Properties.
The Partnership does not own or lease any properties. The General Partner
operates out of facilities provided by its affiliate, SB.

Item 3. Legal Proceedings.
There are no pending legal proceedings to which the Partnership is a party
or to which any of its assets is subject. No material legal proceedings
affecting the Partnership were terminated during the fiscal year.

Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to the security holders for a vote during
the last fiscal year covered by this report.

PART II
Item 5. Market for Registrant's Common Equity and Related Security
Holder Matters.
(a) Market Information. The Partnership has issued no
stock. There is no established public trading market
for the Units of Limited Partnership Interest.
(b) Holders. The number of holders of Units of Limited Partnership
Interest as of December 31, 1997 was 160.
(c) Distribution. The Partnership did not declare a distribution in
1997 or 1996.

Item 6. Select Financial Data.
Realized and unrealized trading gains (losses), interest income, net
income (loss) and increase (decrease) in net asset value per Unit for
the years ended December 31, 1997, 1996, 1995, 1994 and 1993 and
total assets at December 31, 1997, 1996, 1995, 1994, and 1993 were as
follows:

1997 1996 1995 1994 1993
----------- ------------ ----------- ------------ --------

Realized and unrealized
trading gains (losses)
net of brokerage commissions
and clearing fees of $171,941,
$229,376, $298,137, $401,015
and $549,846, respectively $ (253,676) $ 12,275 $ 709,968 $ (330,325) $ 414,381

Interest Income 77,643 109,523 156,521 150,334 149,634
------------ ------------ ----------- ----------- ----------

$ (176,033) $ 121,798 $ 866,489 $ (179,991) $ 564,015
=========== ============ =========== =========== =========

Net Income (loss) $ (269,399) $ (9,306) $ 605,734 $ (434,321) $ 282,283
=========== ============ =========== =========== ==========

Increase (decrease) in net
asset value per unit $(143.72) $ 33.29 * $211.84 $(139.00) $ 54.86
========= ========= ======== ========= =======

Total assets $1,268,821 $2,604,771 $3,348,723 $3,707,481 $5,838,014
=========== ============ =========== =========== ==========

<FN>

* The amount shown per Unit in 1996 does not accord with the net loss as
shown in the Statement of Income and Expenses for the year ended December
31, 1996 because of the timing of redemptions of the Partnership's Units
in relation to the fluctuating values of the Partnership's commodity
interests.
</FN>

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
(a) Liquidity. The Partnership ceased trading during December 1997.
The General Partner withdrew effective December 31, 1997, and the Partnership
terminated operations as of that date. Distribution of the Partnership's capital
was made subsequent to that date.
The Partnership does not engage in sales of goods or services.
Its only assets are its commodity futures trading accounts, consisting of cash
and cash equivalents, net unrealized appreciation (depreciation) on open futures
contracts and interest receivable. Because of the low margin deposits normally
required in commodity futures trading, relatively small price movements may
result in substantial losses to the Partnership. Such substantial losses could
lead to a material decrease in liquidity. To minimize this risk, the Partnership
follows certain policies including:
(1) Partnership funds are invested only in commodity contracts which
are traded in sufficient volume to permit, in the opinion of the Advisors, ease
of taking and liquidating positions.
(2) The Partnership diversifies its positions among various
commodities.
(3) The Partnership does not initiate additional positions in any
commodity if such additional positions would result in aggregate positions for
all commodities requiring as margin more that 66-2/3% of the Partnership's net
assets.
(4) The Partnership may occasionally accept delivery of

a commodity. Unless such delivery is disposed of promptly by retendering the
warehouse receipts representing the delivery to the appropriate clearing house,
the physical commodity position is fully hedged.
(5) The Partnership does not employ the trading technique commonly
known as "pyramiding", in which the speculator uses unrealized profits on
existing positions as margin for the purchase or sale of additional positions in
the same or related commodities.
(6) The Partnership does not utilize borrowings except short-term
borrowings if the Partnership takes delivery of any cash commodities.
(7) The Advisors may, from time to time, employ trading strategies
such as spreads or straddles on behalf of the Partnership. The term "spread" or
"straddle" describes a commodity futures trading strategy involving the
simultaneous buying and selling of futures contracts on the same commodity but
involving different delivery dates or markets and in which the trader expects to
earn a profit from a widening or narrowing of the difference between the prices
of the two contracts.
The Partnership is party to financial instruments with off- balance sheet
risk, including derivative financial instruments and derivative commodity
instruments, in the normal course of its business. These financial instruments
include forwards, futures and options, whose value is based upon an underlying
asset, index, or reference rate, and generally represent future commitments to
exchange currencies or cash flows, or to purchase or sell other

financial instruments at specified terms at specified future dates. Each of
these instruments is subject to various risks similar to those relating to the
underlying financial instruments including market and credit risk. The General
Partner monitors and controls the Partnership's risk exposure on a daily basis
through financial, credit and risk management monitoring systems and,
accordingly believes that it has effective procedures for evaluating and
limiting the credit and market risks to which the Partnership is subject. (See
also Item 8. "Financial Statements and Supplementary Data.," for further
information on financial instrument risk included in the notes to financial
statements.)
(b) Capital resources. (i) The Partnership has made no material
commitments for capital expenditures.
(ii) The Partnership's capital consists of the capital contributions
of the partners as increased or decreased by gains or losses on commodity
futures trading, expenses, interest income, redemptions of Units and
distributions of profits, if any. Gains or losses on commodity futures trading
cannot be predicted. Market moves in commodities are dependent upon fundamental
and technical factors which the Partnership may or may not be able to identify.
Partnership expenses consist of, among other things, commissions, management
fees and incentive fees. The level of these expenses is dependent upon the level
of trading and the ability of the Advisors to identify and take advantage of
price movements in the commodity markets, in addition to the level of Net Assets
maintained. Furthermore, interest income is dependent upon

interest rates over which the Partnership has no control. No forecast can be
made as to the level of redemptions in any given period. For the year ended
December 31, 1997, 711 Limited Partnership Units were redeemed for a total of
$877,551. For the year ended December 31, 1996, 622 Units were redeemed for a
total of $796,854. For the year ended December 31, 1995, 624 Units were redeemed
for a total of $846,690 and the General Partner redeemed 26 Unit equivalents
totaling $36,025.
(c) Results of operations. For the year ended December 31, 1997, the net
asset value per Unit decreased 10.1%, from $1,418.88 to $1,275.16. For the year
ended December 31, 1996, the net asset value per Unit increased 2.4% from
$1,385.59 to $1,418.88. For the year ended December 31, 1995, the net asset
value per unit increased 18.0% from $1,173.75 to $1,385.59.
The Partnership experienced net trading losses of $81,735 before
commissions and expenses for the year ended December 31, 1997. Losses were
attributable to losses incurred in grains, non U.S. interest rates, livestock,
metals, softs and indices and were partially offset by gains in U.S. interest
rates, energy products and currencies.
The Partnership experienced net trading gains of $241,651 before
commissions and expenses for the year ended December 31, 1996. Gains were
attributable to gains incurred in the trading of commodity futures in interest
rates. These gains were partially offset by losses in metals, indices, foreign
currencies and agricultural commodity futures.

The Partnership experienced net trading gains of $1,008,105 before
commissions and expenses for the year ended December 31, 1995. Realized trading
gains of $852,203 were attributable to gains incurred in the trading of
commodity futures in interest rates, stock indices and currencies. These
realized gains were partially offset by realized losses in precious metals and
agricultural commodity futures.
Commodity futures markets are highly volatile. Broad price fluctuations
and rapid inflation increase the risks involved in commodity trading, but also
increase the possibility of profit. The profitability of the Partnership depends
on the existence of major price trends and the ability of the Advisors to
identify those price trends correctly. Price trends are influenced by, among
other things, changing supply and demand relationships, weather, governmental,
agricultural, commercial and trade programs and policies, national and
international political and economic events and changes in interest rates. To
the extent that market trends exist and the Advisors are able to identify them,
the Partnership expects to increase capital through operations.

Item 8. Financial Statements and Supplementary Data.

SHEARSON HUTTON PERFORMANCE PARTNERS
INDEX TO FINANCIAL STATEMENTS

Page
Number

Report of Independent Accountants. F-2

Financial Statements:
Statement of Financial Condition at
December 31, 1997 (termination of
operations) and 1996. F-3

Statement of Income and Expenses for
the years ended December 31, 1997,
(termination of operations), 1996 and
1995. F-4

Statement of Partners' Capital for
the years ended December 31, 1997
(termination of operations), 1996 and
1995. F-5

Notes to Financial Statements. F-6 - F-11

F-1

Report of Independent Accountants

To the Partners of
Shearson Hutton Performance Partners:

We have audited the accompanying statement of financial condition of SHEARSON
HUTTON PERFORMANCE PARTNERS (a Delaware Limited Partnership) as of December 31,
1997 (termination of operations) and 1996, and the related statements of income
and expenses and of partners' capital for the years ended December 31, 1997,
1996 and 1995. These financial statements are the responsibility of the
management of the General Partner. Our responsibility is to express an opinion
on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Shearson Hutton Performance
Partners as of December 31, 1997 (termination of operations) and 1996, and the
results of its operations for the years ended December 31, 1997, 1996 and 1995,
in conformity with generally accepted accounting principles.

Coopers & Lybrand L.L.P.

New York, New York
March 6, 1998

F-2

Shearson Hutton Performance Partners
Statement of Financial Condition
December 31, 1997 (termination of operations) and 1996

1997 1996
Assets:
Equity in commodity futures
trading account:
Cash and cash equivalents (Note 3b) $1,264,449 $2,570,817
Net unrealized appreciation
on open futures
contracts -- 25,099
---------- ----------
1,264,449 2,595,916
Interest receivable 4,372 8,855
---------- ----------
$1,268,821 $2,604,771
---------- ----------

Liabilities and Partners'
Capital:
Liabilities:
Accrued expenses:
Commissions $ 9,917 $ 16,280
Management fees 2,372 5,393
Incentive fees -- 27,557
Professional fees 27,849 22,649
Other 3,259 3,022
Redemptions payable (Note 5) -- 157,496
---------- ----------
43,397 232,397

Partners' capital (Notes 1, 5, and 6):
General Partner, 24 Unit
equivalents outstanding in 30,604 34,053
1997 and 1996
Limited Partners, 937 and 1,648
Units of Limited
Partnership Interest 1,194,820 2,338,321
outstanding in 1997 and 1996,
respectively 1,225,424 2,372,374
---------- ----------
$1,268,821 $2,604,771
---------- ----------

See notes to financial statements.
F-3

Shearson Hutton Performance Partners
Statement of Income and Expenses
for the years ended
December 31, 1997 (termination of operations),
1996 and 1995

1997 1996 1995
Income:
Net gains (losses)
on trading of commodity
interests:
Realized gains
(losses) on
closed positions $ (56,636) $ 333,356 $ 852,203
Change in unrealized
gains/ losses on
open positions (25,099) (91,705) 155,902
----------- ----------- -----------
(81,735) 241,651 1,008,105
Less, Brokerage
commissions and
clearing fees
($7,723, $5,970, and
$5,365, respectively)
(Note 3b) (171,941) (229,376) (298,137)
----------- ----------- -----------
Net realized and
unrealized gains (253,676) 12,275 709,968
(losses)
Interest income 77,643 109,523 156,521
----------- ----------- -----------
(Note 3b)
(176,033) 121,798 866,489
----------- ----------- -----------
Expenses:
Management fees 44,418 63,161 75,214
(Note 3a)
Incentive fees (Note 3a) -- 27,557 141,581
Other expenses 48,948 40,386 43,960
----------- ----------- -----------
93,366 131,104 260,755
----------- ----------- -----------
Net income (loss) $ (269,399) $ (9,306) $ 605,734
----------- ----------- -----------
Net income (loss) per
Unit of Limited Partnership
Interest and General Partner
Unit equivalent (Notes 1
and 6) $ (143.72) $ 33.29* $ 211.84
----------- ----------- -----------

* The amount shown per Unit in 1996 does not accord with the net loss as
shown in the Statement of Income and Expenses for the year ended December
31, 1996 because of the timing of redemptions of the Partnership's Units in
relation to the fluctuating values of the Partnership's commodity
interests.

See notes to financial statements.

F-4

Shearson Hutton Performance Partners
Statement of Partners' Capital for the years ended
December 31, 1997 (termination of operations),
1996, and 1995

Limited General
Partners Partner Total
Partners' capital at
December 31, 1994 $ 3,396,827 $ 58,688 $ 3,455,515
Net income 595,143 10,591 605,734
Redemption of 624 Units
of Limited
Partnership Interest
and General Partner
redemption representing
26 Unit equivalents (846,690) (36,025) (882,715)
----------- ----------- -----------
Partners' capital at
December 31, 1995 3,145,280 33,254 3,178,534
Net loss (Note 6) (10,105) 799 (9,306)
Redemption of 622 Units
of Limited (796,854) -- (796,854)
----------- ----------- -----------
Partnership Interest
Partners' capital at
December 31, 1996 2,338,321 34,053 2,372,374
Net loss (265,950) (3,449) (269,399)
Redemption of 711 Units
of Limited (877,551) -- (877,551)
----------- ----------- -----------
Partnership Interest
Partners' capital at
December 31, 1997 $ 1,194,820 $ 30,604 $ 1,225,424
----------- ----------- -----------

See notes to financial statements.

F-5

Shearson Hutton Performance Partners
Notes to Financial Statements

1. Partnership Organization:

Shearson Hutton Performance Partners (the "Partnership") is a limited
partnership which was organized on October 3, 1988 under the partnership
laws of the State of Delaware and commenced trading operations on June 6,
1989. The Partnership is engaged in the speculative trading of a diversified
portfolio of commodity interests, including futures contracts, options and
forward contracts. The commodity interests that are traded by the
Partnership are volatile and involve a high degree of market risk. The
Partnership was authorized to sell 60,000 Units of Limited Partnership
Interest ("Units") during the public offering period.

Smith Barney Futures Management Inc. acts as the general partner (the
"General Partner") of the Partnership and is a wholly owned subsidiary of
Smith Barney Inc. ("SB"). SB acts as commodity broker for the Partnership
(see Note 3b). On November 28, 1997, Smith Barney Holdings Inc. was merged
with Salomon Inc to form Salomon Smith Barney Holdings Inc. ("SSBH"), a
wholly owned subsidiary of Travelers Group Inc. SB is a wholly owned
subsidiary of SSBH.

The General Partner and each limited partner share in the profits and losses
of the Partnership in proportion to the amount of partnership interest owned
by each except that no limited partner shall be liable for obligations of
the Partnership in excess of his initial capital contribution and profits,
if any, net of distributions.

The Partnership ceased trading during December 1997. The General Partner
withdrew effective December 31, 1997, and the Partnership terminated
operations as of that date. Distribution of the Partnership's capital was
made subsequent to that date. (See Note 8.)

2. Accounting Policies:

a. All commodity interests (including derivative financial instruments and
derivative commodity instruments) are used for trading purposes. The
commodity interests are recorded on trade date and open contracts are
recorded in the statement of financial condition at market value for
those commodity interests for which market quotations are readily
available or at fair value on the last business day of the year.
Investments in commodity interests denominated in foreign currency are
translated into U.S. dollars at the exchange rates prevailing on the last
business day of the year. Realized gain (loss) and changes in unrealized
values on commodity interests are recognized in the period in which the
contract is closed or the changes occur and are included in net gains
(losses) on trading of commodity interests.

F-6

b. Income taxes have not been provided as each partner is individually
liable for the taxes, if any, on his share of the Partnership's income
and expenses.

c. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from these estimates.

3. Agreements:

a. Management Agreement:

The General Partner, on behalf of the Partnership, has entered into
Management Agreements with SJO, Inc. and Trendlogic Associates Inc.
(collectively the "Advisors"). Two of the principals of Trendlogic
Associates, Mr. Paul E. Dean and Mr. Richard Semels, are employees of SB.
The agreements provide that the Advisors have sole discretion in
determining the investment of the assets of the Partnership allocated to
the Advisors by the General Partner. As compensation for services, the
Partnership is obligated to pay SJO, Inc. and Trendlogic Associates Inc a
management fee payable monthly equal to 2.5% per annum and 2.0% per annum
respectively, of the Net Assets managed by the Advisors and an incentive
fee payable quarterly equal to 20% of Trading Profits. Trendlogic
Associates Inc was added as an Advisor to the Partnership effective April
3, 1997. The Management Agreements were effective until December 31,
1997, the date the Partnership terminated operations.

F-7

b. Customer Agreement:

The Partnership has entered into a Customer Agreement which was assigned
to SB whereby SB provides services which include, among other things, the
execution of transactions for the Partnership's account in accordance
with orders placed by the Advisors. The Partnership is obligated to pay
brokerage commissions to SB at .625% of month-end Trading Assets per
month (7.5% per year) in lieu of brokerage commissions on a per trade
basis. A portion of this fee is paid to employees of SB who have sold
Units of the Partnership. This fee does not include exchange, clearing,
user, give-up, floor brokerage and NFA fees which will be borne by the
Partnership. All of the Partnership's assets are deposited in the
Partnership's account at SB. The Partnership's cash is deposited by SB in
segregated bank accounts, as required by Commodity Futures Trading
Commission regulations. At December 31, 1997 and 1996, the amount of cash
held for margin requirements was $0 and $425,859, respectively. SB will
pay the Partnership interest on 80% of the average daily equity in its
account during each month at the rate of the average noncompetitive yield
of 13-week U.S. Treasury Bills as determined at the weekly auctions
thereof during the month. The Customer Agreement between the Partnership
and SB gives the Partnership the legal right to net unrealized gains and
losses. The Customer Agreement was effective until December 31, 1997, the
date the Partnership terminated operations.

4. Trading Activities:

The Partnership was formed for the purpose of trading contracts in a variety
of commodity interests, including derivative financial instruments and
derivative commodity instruments. The results of the Partnership's trading
activity are shown in the statement of income and expenses.

All of the commodity interests owned by the Partnership are held for trading
purposes. The fair value of these commodity interests, including options
thereon, at December 31, 1997 and 1996 was $0 and $25,099, respectively, and
the average fair value during the years then ended, based on monthly
calculation, was $74,970 and $118,151, respectively.

5. Distributions and Redemptions:

Distributions of profits, if any, will be made at the sole discretion of the
General Partner; however, a limited partner may redeem all or some of his
Units at the Net Asset Value thereof as of the last day of any calendar
quarter on fifteen days written notice to the General Partner, provided that
no redemption may result in the limited partner holding fewer than three
Units after redemption is effected.

F-8

6. Net Asset Value Per Unit:

Changes in the net asset value per Unit for the years ended December 31,
1997 (termination of operations), 1996 and 1995 were as follows:

1997 1996 1995
Net realized and
unrealized
gains (losses) $ (130.17) $ 45.70 $ 248.21
Interest income 52.29 53.19 59.74
Expenses (65.84) (65.60) (96.11)
--------- --------- ---------
Increase (decrease)
for year (143.72) 33.29* 211.84
Net asset value per
Unit, beginning of 1,418.88 1,385.59 1,173.75
--------- --------- ---------
year
Net asset value per
Unit, end of year $1,275.16 $1,418.88 $1,385.59
--------- --------- ---------

* The amount shown per Unit in 1996 does not accord with the net loss as
shown in the Statement of Income and Expenses for the year ended December
31, 1996 because of the timing of redemptions of the Partnership's Units in
relation to the fluctuating values of the Partnership's commodity
interests.

7. Financial Instrument Risk:

The Partnership is party to financial instruments with off-balance sheet
risk, including derivative financial instruments and derivative commodity
instruments, in the normal course of its business. These financial
instruments include forwards, futures and options, whose value is based upon
an underlying asset, index, or reference rate, and generally represent
future commitments to exchange currencies or cash flows, to purchase or sell
other financial instruments at specific terms at specified future dates, or,
in the case of derivative commodity instruments, to have a reasonable
possibility to be settled in cash or with another financial instrument.
These instruments may be traded on an exchange or over-the-counter ("OTC").
Exchange traded instruments are standardized and include futures and certain
option contracts. OTC contracts are negotiated between contracting parties
and include forwards and certain options. Each of these instruments is
subject to various risks similar to those related to the underlying
financial instruments including market and credit risk. In general, the
risks associated with OTC contracts are greater than those associated with
exchange traded instruments because of the greater risk of default by the
counterparty to an OTC contract.
F-9

Market risk is the potential for changes in the value of the financial
instruments traded by the Partnership due to market changes, including
interest and foreign exchange rate movements and fluctuations in commodity
or security prices. Market risk is directly impacted by the volatility and
liquidity in the markets in which the related underlying assets are traded.

Credit risk is the possibility that a loss may occur due to the failure of a
counterparty to perform according to the terms of a contract. Credit risk
with respect to exchange traded instruments is reduced to the extent that an
exchange or clearing organization acts as a counterparty to the
transactions. The Partnership's risk of loss in the event of counterparty
default is typically limited to the amounts recognized in the statement of
financial condition and not represented by the contract or notional amounts
of the instruments. The Partnership has concentration risk because the sole
counterparty or broker with respect to the Partnership's assets is SB.

The General Partner monitors and controls the Partnership's risk exposure on
a daily basis through financial, credit and risk management monitoring
systems and, accordingly believes that it has effective procedures for
evaluating and limiting the credit and market risks to which the Partnership
is subject. These monitoring systems allow the General Partner to
statistically analyze actual trading results with risk adjusted performance
indicators and correlation statistics. In addition, on-line monitoring
systems provide account analysis of futures, forwards and options positions
by sector, margin requirements, gain and loss transactions and collateral
positions.

F-10

At December 31, 1997 (termination of operations), the Partnership held no
open positions and as a result had no commitment to purchase or sell any
instruments.

At December 31, 1996, the notional or contractual amounts of the
Partnership's commitment to purchase and sell these instruments was
$47,001,136 and $8,603,362, respectively, and the fair value of the
Partnership's derivatives, including options thereon, was $25,099 as
detailed below.

December 31, 1996
Notional or Contractual
Amount of Commitments
To Purchase To Sell Fair Value
---------------------------------------------
Interest
Rate Non-U.S $47,001,136 $ 8,603,362 $ 25,099
----------- ----------- -----------

8. Liquidation of the Partnership:

The General Partner withdrew from the Partnership effective December 31,
1997 (termination of operations) after having given the required 90 days
written notice to each Limited Partner. Distribution of the Partnership's
capital was made subsequent to that date.

F-11

Item 9.Changes in and Disagreements with Accountants on
Accounting and financial disclosure
During the last two fiscal years and any subsequent interim period, no
independent accountant who was engaged as the principal accountant to audit the
Partnership's financial statements has resigned or was dismissed.

PART III
Item 10. Directors and Executive Officers of the Registrant.

The Partnership has no officers or directors and its affairs are managed by
its General Partner, Smith Barney Futures Management Inc. Investment decisions
are made by the Advisors.

Item 11. Executive Compensation.

The Partnership has no directors or officers. Its affairs are managed by
Smith Barney Futures Management Inc., its General Partner, which receives
compensation for its services, as set forth under "Item 1. Business." SB, an
affiliate of the General Partner, is the commodity broker for the Partnership
and receives brokerage commissions for such services, as described under "Item
1. Business." For the year ended December 31, 1997, SB earned $171,941 in
brokerage commissions and clearing fees.

The Advisors manage the Partnership's assets and receive a monthly
management fee and a quarterly incentive fee, as described under "Item 1.
Business." and "Item 8. Financial Statements and Supplementary Data.", Note 3a.
For the year ended December 31, 1997, the Advisors earned $44,418 in management
fees. No incentive fees were earned for the year ended December 31, 1997.

Item 12. Security Ownership of Certain Beneficial Owners and
Management

(a). Security ownership of certain beneficial owners. The Partnership
knows of no person who beneficially owns more than 5% of the Units outstanding.

(b). Security ownership of management. Under the terms of the Limited
Partnership Agreement, the Partnership's affairs are managed by the General
Partner. The General Partner owns Units of general partnership interest
equivalent to 24 Units (2.5%) of Limited Partnership Interest as of December 31,
1997.
(c). Changes in control. None.

Item 13. Certain Relationship and Related Transactions.

Smith Barney Inc. and Smith Barney Futures Management Inc. would be
considered promoters for purposes of item 404(d) of Regulation S-K. The nature
and the amounts of compensation each promoter will receive from the Partnership
are set forth under "Item 1. Business." and "Item 8. Financial Statements and
Supplementary Data.", Notes 3a and 3b and "Item 11. Executive Compensation."

PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
(a)(1) Financial Statements:
Statement of Financial Condition at December 31, 1997 and 1996.
Statement of Income and Expenses for the years ended December 31,
1997, 1996 and 1995.
Statement of Partners' Capital for the years ended December 31,
1997, 1996 and 1995.
(2) Financial Statement Schedules: Financial Data Schedule
for the year ended December 31, 1997.
(3) Exhibits:
3.1 - Limited Partnership Agreement (filed as Exhibit 3.1 to the
Registration Statement No.33-25255 and incorporated herein by
reference).
3.2 - Certificate of Limited Partnership of the Partnership
as filed on October 3, 1988 (filed as Exhibit 3.2 to
the Registration Statement No. 33-25255 and
incorporated herein by reference).
10.1- Customer Agreement between the Partnership and Shearson
Lehman Hutton Inc. dated as of December 28, 1988
(previously filed).
10.2- Escrow Agreement between the Partnership and European American
Bank (previously filed).
10.3- Management Agreement among the Partnership, Hayden
Commodities Corp. and Advisors dated as of December 28,
1988 (previously filed).
10.4- Letter dated May 31, 1990 from General Partner to Advisors
extending Management Agreements (filed as Exhibit 10.4 to Form
10-K for the fiscal year ended December 31, 1990 and incorporated
herein by reference).

10.5- Letter dated May 24, 1991 from General Partner to Advisors
extending Management Agreement (filed as Exhibit 10.5 to Form 10-K
for the fiscal year ended December 31, 1991 and incorporated
herein by reference).
10.6- Subscription Agreement dated July 31, 1991 among the Partnership
and the Moore Currency Fund, Ltd. (filed as Exhibit 10.6 to Form
10-K for the fiscal year ended December 31, 1991 and incorporated
herein by reference).
10.7- Letter dated November 20, 1992 from General Partner to MCMI
terminating the Management Agreement effective as of November 30,
1992 (filed as Exhibit 10.7 to Form 10- K for the fiscal year
ended December 31, 1992 and incorporated herein by reference).
10.8- Letter dated November 20, 1992 from General Partner to Bacon
Investment Corp. revising the compensation structure effective as
of December 1, 1992 (filed as Exhibit 10.8 to Form 10-K for the
fiscal year ended December 31, 1992 and incorporated herein by
reference).
10.9- Request for Redemption from the Moore Currency Fund, Ltd. dated
December 14, 1992 (filed as Exhibit 10.9 to Form 10-K for the
fiscal year ended December 31, 1992 and incorporated herein by
reference).

10.10- Management Agreement among the Partnership, the General Partner
and SJO, Inc. dated December 1, 1992 (filed as Exhibit 10.10 to
Form 10-K for the fiscal year ended December 31, 1992 and
incorporated herein by reference).
10.11- Management Agreement among the Partnership, the General Partner
and Hyman Beck & Company, Inc. dated January 19, 1993 (filed as
Exhibit 10.11 to Form 10-K for the fiscal year ended December 31,
1993 and incorporated herein by reference).
10.12- Letter dated February 3, 1993 from the Moore Currency Fund, Ltd.
confirming the Partnership's Request for Redemption as of
December 31, 1992 (filed as Exhibit 10.12 to Form 10-K for the
fiscal year ended December 31, 1993 and incorporated herein by
reference).
10.13- Letter dated June 23, 1994 terminating Bacon Investment Corp. as
a trading advisor effective June 30, 1994 (filed as Exhibit 10.13
to Form 10-K for the fiscal year ended December 31, 1994 and
incorporated herein by reference).

10.14- Letter dated February 16, 1995 from General Partner to SJO,
Inc. and Hyman Beck and Company, Inc. extending Management
Agreements to June 30, 1995 (filed as Exhibit 10.14 to Form 10-K
for the fiscal year ended December 31, 1995 and incorporated
herein by reference).

10.15- Letter dated September 26, 1996 from General Partner to Hyman
Beck and Company, Inc. terminating the Management Agreement
effective as of October 1, 1996 (previously filed).

10.16- Management Agreement among the Partnership, the General Partner
and TrendLogic Associates Inc. (filed herein).

10.17- Letter extending Mangement Agreement with SJO, Inc.
(filed herein).
(b) Reports on 8-K: None Filed.

Supplemental Information To Be Furnished With Reports Filed Pursuant To
Section 15(d) Of The Act by Registrants Which Have Not Registered Securities
Pursuant To Section 12 Of the Act.

Annual Report to Limited Partners

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and State of New York on the 24th day of March 1998.

SHEARSON HUTTON PERFORMANCE PARTNERS

By: Smith Barney Futures Management Inc.
(General Partner)

By /s/ David J. Vogel
David J. Vogel, President & Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

/s/ David J. Vogel /s/ Jack H. Lehman III
David J. Vogel, Jack H. Lehman III
Director, Principal Executive Chairman and Director
Officer and President

/s/ Michael Schaefer /s/ Daniel A. Dantuono
Michael Schaefer Daniel A. Dantuono
Director Treasurer, Chief Financial
Officer and Director

/s/ Daniel R. McAuliffe, Jr. /s/ Steve J. Keltz
Daniel R. McAuliffe, Jr. Steve J. Keltz
Director Secretary and Director

/s/ Shelley Ullman
Shelley Ullman
Director