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

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 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 0-23885

WILLOWBRIDGE STRATEGIC TRUST
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(Exact name of registrant as specified in its charter)

Delaware 13-7075398
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

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

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

Securities registered pursuant to Section 12(b) of the Act:

None
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Securities registered pursuant to Section 12(g) of the Act:
Limited Interests
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(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 CK 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 [ ]

DOCUMENTS INCORPORATED BY REFERENCE

Second Amended and Restated Declaration of Trust and Trust Agreement of the
Registrant dated as of January 31, 1996, included as part of the Registration
Statement on Form S-1 (File No. 33-80443) filed with the Securities and Exchange
Commission on February 7, 1996, pursuant to Rule 424(b) of the Securities Act of
1933, is incorporated by reference into Part IV of this Annual Report on Form
10-K

Annual Report to Interest holders for the year ended December 31, 1997 is
incorporated by reference into Parts II and IV of this Annual Report on Form
10-K
Index to exhibits can be found on pages 8 and 9.

WILLOWBRIDGE STRATEGIC TRUST
(a Delaware Business Trust)

TABLE OF CONTENTS

PART I PAGE

Item 1 Business......................................................................... 3
Item 2 Properties....................................................................... 4
Item 3 Legal Proceedings................................................................ 4
Item 4 Submission of Matters to a Vote of Interest Holders.............................. 4

PART II
Item 5 Market for the Registrant's Interests and Related Interest Holder Matters........ 4
Item 6 Selected Financial Data.......................................................... 5
Item 7 Management's Discussion and Analysis of Financial Condition and Results of
Operations..................................................................... 5
Item 8 Financial Statements and Supplementary Data...................................... 5
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure..................................................................... 5

PART III
Item 10 Directors and Executive Officers of the Registrant............................... 5
Item 11 Executive Compensation........................................................... 6
Item 12 Security Ownership of Certain Beneficial Owners and Management................... 7
Item 13 Certain Relationships and Related Transactions................................... 7

PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K.................. 8
Financial Statements and Financial Statement Schedules........................... 8
Exhibits......................................................................... 8
Reports on Form 8-K.............................................................. 9

SIGNATURES.................................................................................. 10

PART I

Item 1. Business

General

Willowbridge Strategic Trust (the 'Trust') was organized under the Delaware
Business Trust Statute on October 16, 1995 and commenced trading operations on
May 1, 1996. The Trust will terminate on December 31, 2015 unless terminated
sooner as provided in the Second Amended and Restated Declaration of Trust and
Trust Agreement (the 'Trust Agreement'). The Trust was formed to engage in the
speculative trading of commodity futures, forward and options contracts. The
Trustee of the Trust is Wilmington Trust Company.

On May 1, 1996, the Trust completed its initial offering with gross proceeds
of $12,686,200 from the sale of 125,352 limited interests and 1,510 general
interests (collectively, 'Interests'). Additional Interests were being offered
monthly at the then current net asset value per Interest until January 31, 1998
but in no event after $100,000,000 in limited interests were sold (the
'Continuous Offering Period'). A minimum initial contribution of $5,000 ($2,000
for an IRA account) was required for each new limited owner unless Prudential
Securities Futures Management Inc. (the 'Managing Owner'), in its sole
discretion, approved a contribution of a lesser amount. Existing limited owners
were permitted to make additional contributions in increments of not less than
$100 during the Continuous Offering Period.

Throughout the Continuous Offering Period, the Registrant accepted additional
subscriptions for an aggregate of 489,150 limited interests and 3,665 general
interests resulting in additional proceeds to the Registrant of $51,242,700.

All trading decisions for the Registrant are being made by Willowbridge
Associates Inc. (the 'Trading Manager'), an independent commodity trading
manager which manages the Registrant's assets pursuant to five trading programs
developed by the Trading Manager. The Managing Owner retains the authority to
override trading instructions that violate the Registrant's trading policies.

The Registrant is engaged solely in the business of commodity futures,
forward and options trading; therefore, presentation of industry segment
information is not applicable.

Managing Owner

The Managing Owner, Prudential Securities Futures Management Inc., is a
wholly owned subsidiary of Prudential Securities Incorporated ('PSI'), which, in
turn, is a wholly owned subsidiary of Prudential Securities Group Inc. PSI was
the principal underwriter and selling agent for the Trust's Interests and is the
commodity broker ('Commodity Broker') of the Trust. The Managing Owner is
required to maintain at least a 1% interest in the Trust so long as it is acting
as the Managing Owner.

Competition

The Managing Owner and its affiliates have formed, and may continue to form,
various entities to invest in the speculative trading of futures, forward and
options contracts which have certain of the same investment policies as the
Registrant.

The Registrant was an open-end fund which solicited the sale of additional
Interests on a monthly basis until the Continuous Offering Period expired. As
such, the Registrant may have, but no longer competes with other entities to
attract new participants. However, to the extent that the Trading Manager
recommends similar or identical trades to the Registrant and other accounts
which it manages, the Registrant may compete with those accounts for the
execution of the same or similar trades.

Employees

The Registrant has no employees. Management and administrative services for
the Registrant are performed by the Managing Owner and its affiliates pursuant
to the Trust Agreement. See Notes A, C and D to the Registrant's annual report
to limited owners for the year ended December 31, 1997 ('Registrant's 1997
Annual Report') which is filed as an exhibit hereto.

Item 2. Properties

The Registrant does not own or lease any property.

Item 3. Legal Proceedings

There are no material legal proceedings pending by or against the Registrant
or the Managing Owner.

Item 4. Submission of Matters to a Vote of Interest Holders

None

PART II

Item 5. Market for the Registrant's Interests and Related Interest Holder
Matters

As of March 5, 1998, there were 2,926 holders of record owning 495,953
Interests which include 5,175 general interests. A significant secondary market
for the Interests has not developed, and it is not expected that one will
develop in the future. There are also certain restrictions set forth in the
Trust Agreement limiting the ability of an Interest holder to transfer
Interests. Redemptions are permitted monthly, on at least ten days' prior
written notice. Redemptions are at the net asset value per Interest, however,
Interests redeemed on or prior to the end of the first and second successive
six-month periods after their effective date of purchase are subject to
redemption charges of 4% and 3%, respectively, of the net asset value at which
they are redeemed. These redemption charges are paid to the Managing Owner.
Partial redemptions are permitted. Consequently, holders of Interests may not be
able to liquidate their investments in the event of an emergency or for any
other reason.

There are no material restrictions upon the Registrant's present or future
ability to make distributions in accordance with the provisions of the Trust
Agreement. No distributions have been made since inception and no distributions
are anticipated in the future.

Item 6. Selected Financial Data

The following table presents selected financial data of the Registrant. This
data should be read in conjunction with the financial statements of the
Registrant and the notes thereto on pages 2 through 9 of the Registrant's 1997
Annual Report which is filed as an exhibit hereto.

Year Ended Period from May 1, 1996
December 31, (commencement of operations)
1997 to December 31, 1996
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Net realized gain on commodity transactions $ 70,832 $ 3,130,423
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Change in net unrealized gain on open
commodity positions $ 2,224,441 $ 354,215
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Commissions $ 3,628,875 $ 1,033,462
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Management fees $ 1,409,961 $ 409,964
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Incentive fees $ 1,220,889 $ 414,894
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Net income (loss) $(1,784,677 ) $ 2,290,184
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Allocation of net income (loss):
Limited interests $(1,771,590 ) $ 2,268,174
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General interests $ (13,087 ) $ 22,010
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Net income (loss) per weighted average
Interest $ (4.15 ) $ 10.79
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Total assets $49,233,450 $ 27,823,974
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Redemptions $ 9,031,056 $ 2,292,016
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Net asset value per Interest $ 102.96 $ 103.47
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

This information is incorporated by reference to pages 10 and 11 of the
Registrant's 1997 Annual Report which is filed as an exhibit hereto.

Item 8. Financial Statements and Supplementary Data

The financial statements are incorporated by reference to pages 2 through 9
of the Registrant's 1997 Annual Report which is filed as an exhibit hereto.

Supplementary data specified by Item 302 of Regulation S-K (selected
quarterly financial data) is not applicable.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Reference is made to the Registrant's Current Report on Form 8-K dated May
14, 1996, as filed with the Securities and Exchange Commission on May 16, 1996
regarding the change in the Registrant's certifying accountant from Deloitte &
Touche LLP to Price Waterhouse LLP.

PART III

Item 10. Directors and Executive Officers of the Registrant

There are no directors or executive officers of the Registrant. The
Registrant is managed by the Managing Owner.

The Managing Owner's directors and executive officers and any person holding
more than 10% of the Registrant's Interests ('Ten Percent Owners') are required
to report their initial ownership of such Interests and any subsequent changes
in that ownership to the Securities and Exchange Commission on Forms 3, 4 or 5.
Such executive officers, directors and Ten Percent Owners are required by
Securities and Exchange Commission regulations to furnish the Registrant with
copies of all Forms 3, 4 or 5 they file. Other than Thomas M. Lane, Jr., the
executive officers and directors of the Managing Owner did not file Form 3 in a
timely manner but have subsequently filed and are now current in all filings.
All other filing requirements were satisfied on a timely basis. In making these
disclosures, the Registrant has relied solely on written representations of the
Managing Owner's directors and executive officers or copies of the reports that
they have filed with the Securities and Exchange Commission during and with
respect to its most recent fiscal year.

The directors and executive officers of Prudential Securities Futures
Management Inc. and their positions with respect to the Registrant are as
follows:

Name Position
Thomas M. Lane, Jr. President and Director
Barbara J. Brooks Treasurer and Chief Financial Officer
Steven Carlino Vice President and Chief Accounting Officer
A. Laurence Norton, Jr. Director
Guy S. Scarpaci Director

THOMAS M. LANE, JR., age 49, is the President and a Director of Prudential
Securities Futures Management Inc. He is also the President and a Director of
Seaport Futures Management, Inc. Mr. Lane has been a Senior Vice President of
Futures Sales and Execution Services in the Futures Division since joining PSI
in September 1995. Prior to joining PSI, Mr. Lane was employed by Merrill Lynch
as the Vice President of Group Future Sales and Marketing from November 1983
until September 1995, and prior to that, Imperial Chemical as a Marketing
Manager.

BARBARA J. BROOKS, age 49, is the Treasurer and Chief Financial Officer of
Prudential Securities Futures Management Inc. She is a Senior Vice President of
PSI. She is also the Treasurer and Chief Financial Officer of Seaport Futures
Management, Inc. and serves in various capacities for other affiliated
companies. She has held several positions within PSI since April 1983. Ms.
Brooks is a certified public accountant.

STEVEN CARLINO, age 34, is a Vice President of Prudential Securities Futures
Management Inc. He is a First Vice President of PSI. He is also a Vice President
of Seaport Futures Management, Inc. and serves in various capacities for other
affiliated companies. Prior to joining PSI in October 1992, he was with Ernst &
Young for six years. Mr. Carlino is a certified public accountant.

A. LAURENCE NORTON, JR., age 59, is a Director of Prudential Securities Futures
Management Inc. He is an Executive Vice President of PSI and head of its Futures
Division. He is also a Director of Seaport Futures Management, Inc. Most
recently, he held the position of Executive Director of Retail Development and
Retail Strategies at PSI. Prior to joining PSI in 1991, Mr. Norton was a Senior
Vice President and Branch Manager of Shearson Lehman Brothers.

GUY S. SCARPACI, age 51, is a Director of Prudential Securities Futures
Management Inc. He is a First Vice President of the Futures Division of PSI. He
is also a Director of Seaport Futures Management, Inc. Mr. Scarpaci has been
employed by PSI in positions of increasing responsibility since August 1974.

During December 1997, Thomas M. Lane, Jr. replaced James M. Kelso as
President and a Director of Prudential Securities Futures Management Inc.

There are no family relationships among any of the foregoing directors or
executive officers. All of the foregoing directors and/or executive officers
have indefinite terms.

Item 11. Executive Compensation

The Registrant does not pay or accrue any fees, salaries or any other form of
compensation to directors and officers of the Managing Owner for their services.
Certain directors and officers of the Managing Owner

receive compensation from affiliates of the Managing Owner, not from the
Registrant, for services performed for various affiliated entities, which may
include services performed for the Registrant; however, the Managing Owner
believes that any compensation attributable to services performed for the
Registrant is immaterial. (See also Item 13, Certain Relationships and Related
Transactions, for information regarding compensation to the Managing Owner.)

Item 12. Security Ownership of Certain Beneficial Owners and Management

As of March 5, 1998, no director or executive officer of the Managing Owner
owns directly or beneficially any interest in the voting securities of the
Managing Owner.

As of March 5, 1998, no director or executive officer of the Managing Owner
owns directly or beneficially any of the Interests issued by the Registrant.

As of March 5, 1998, no owners of Interests beneficially own more than five
percent (5%) of the limited interests issued by the Registrant.

Item 13. Certain Relationships and Related Transactions

The Registrant has and will continue to have certain relationships with the
Managing Owner and its affiliates. However, there have been no direct financial
transactions between the Registrant and the directors or officers of the
Managing Owner.

Reference is made to Notes A, C and D to the financial statements in the
Registrant's 1997 Annual Report which is filed as an exhibit hereto, which
identify the related parties and discuss the services provided by these parties
and the amounts paid or payable for their services.

PART IV

Page
Number
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) 1. Financial Statements and Report of Independent Accountants--incorporated
by reference to the Registrant's 1997 Annual Report which is filed as an
exhibit hereto

Report of Independent Accountants:

Report of Independent Accountants as of December 31, 1997 and 1996 and
for the year ended December 31, 1997 and for the period from May 1, 1996
(commencement of operations) to December 31, 1996 2

Financial Statements:

Statements of Financial Condition--December 31, 1997 and 1996 3

Statement of Operations--Year ended December 31, 1997 and the period from
May 1, 1996 (commencement of operations) to December 31, 1996 4

Statements of Changes in Trust Capital--Two years ended December 31, 1997 4

Notes to Financial Statements 5

2. Financial Statement Schedules

All schedules have been omitted because they are not applicable or the
required information is included in the financial statements or notes
thereto.

3. Exhibits

3.1 Second Amended and Restated Declaration of Trust and Trust Agreement of
and the Registrant dated as of January 31, 1996 (incorporated by reference to
4.1 Exhibits 3.1 and 4.1 of Registrant's Registration Statement on Form S-1,
File No. 33-08443)

4.2 Subscription Agreement (incorporated by reference to Exhibit 4.2 of
Registrant's Registration Statement on Form S-1, File No. 33-08443)

4.3 Request for Redemption (incorporated by reference to Exhibit 4.3 of
Registrant's Registration Statement on Form S-1, File No. 33-08443)

10.1 Form of Escrow Agreement among the Registrant, Prudential Securities
Futures Management Inc., Prudential Securities Incorporated and The Bank
of New York (incorporated by reference to Exhibit 10.1 of the
Registrant's Registration Statement on Form S-1, File No. 33-08443)

10.2 Brokerage Agreement between the Registrant and Prudential Securities
Incorporated (incorporated by reference to Exhibit 10.2 of the
Registrant's Registration Statement on Form S-1, File No. 33-08443)

10.3 Advisory Agreement, among the Registrant, Prudential Securities Futures
Management Inc. and Willowbridge Associates Inc. (incorporated by
reference to Exhibit 10.3 of the Registrant's Registration Statement on
Form S-1, File No. 33-08443)

10.4 Representation Agreement Concerning the Registration Statement and the
Prospectus among the Registrant, Prudential Securities Futures Management
Inc., Prudential Securities Incorporated, Wilmington Trust Company and
Willowbridge Associates Inc. (incorporated by reference to Exhibit 10.4
of the Registrant's Registration Statement on Form S-1, File No.
33-08443)

10.5 Net Worth Agreement between Prudential Securities Futures Management Inc.
and Prudential Securities Group Inc. (incorporated by reference to
Exhibit 10.5 of the Registrant's Registration Statement on Form S-1, File
No. 33-08443)

10.6 Secured Demand Note between Prudential Securities Group Inc. and
Prudential Securities Futures Management Inc. (incorporated by reference
to Exhibit 10.6 of the Registrant's Registration Statement on Form S-1,
File No. 33-08443)

10.7 Secured Demand Note Collateral Agreement between Prudential Securities
Futures Management Inc. and Prudential Securities Group Inc.
(incorporated by reference to Exhibit 10.7 of the Registrant's
Registration Statement on Form S-1, File No. 33-08443)

10.8 Form of Foreign Currency Addendum to Brokerage Agreement between the
Registrant and Prudential Securities Incorporated (incorporated by
reference to Exhibit 10.8 of the Registrant's Quarterly Report on Form
10-Q for the period ended June 30, 1996)

13 Registrant's 1997 Annual Report (with the exception of the information
and data incorporated by reference in Items 7 and 8 of this Annual Report
on Form 10-K, no other information or data appearing in the Registrant's
1997 Annual Report is to be deemed filed as part of this report) (filed
herewith)

16.1 Letter dated May 15, 1996 from Deloitte & Touche LLP to the Securities
and Exchange Commission regarding change in certifying accountant
(incorporated by reference to Exhibit 16.1 to the Registrant's Current
Report on Form 8-K dated May 14, 1996)

27.1 Financial Data Schedule (filed herewith)

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the last quarter of the period
covered by this report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Willowbridge Strategic Trust

By: Prudential Securities Futures Management Inc.
A Delaware corporation, Managing Owner

By: /s/ Steven Carlino Date: March 30, 1998
----------------------------------------
Steven Carlino
Vice President and Chief Accounting
Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities (with respect to the Managing Owner) and on the
dates indicated.

By: Prudential Securities Futures Management Inc.
A Delaware corporation, Managing Owner

By: /s/ Thomas M. Lane, Jr. Date: March 30, 1998
-----------------------------------------
Thomas M. Lane, Jr.
President and Director

By: /s/ Barbara J. Brooks Date: March 30, 1998
-----------------------------------------
Barbara J. Brooks
Treasurer and Chief Financial Officer

By: /s/ Steven Carlino Date: March 30, 1998
-----------------------------------------
Steven Carlino
Vice President

By: Date: March , 1998
-----------------------------------------
A. Laurence Norton, Jr.
Director

By: /s/ Guy S. Scarpaci Date: March 30, 1998
-----------------------------------------
Guy S. Scarpaci
Director
10