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

FORM 10-K

X Annual Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of
1934

For the Fiscal Year Ended: December 31, 1999

Transition Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 0-21286

THE FOUR SEASONS FUND II L.P.
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(Exact name of registrant as specified in its charter)

Delaware 54-1613165
- --------------------------------- -------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

c/o JAMES RIVER MANAGEMENT CORP.
103 Sabot Park
Manakin-Sabot, Virginia 23103
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(Address of principal executive offices)

Registrant's telephone number, including area code:
(804) 784-4500
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Securities registered pursuant to Section 12(b) of the Act:
None
- ----

Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units
- -------------------------

Indicate by check mark whether the registrant (1) 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.

[X] Yes [ ] 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. [X]

Aggregate market value of the voting and non-voting equity held by
non-affiliates as of February 29, 2000: $1,989,912.

PART I

Item 1. Business

(a) General Development of Business

The Four Seasons Fund II L.P. (the "Partnership") is a limited
partnership organized on February 13, 1992 pursuant to a Limited Partnership
Agreement (the "Limited Partnership Agreement") and under the Delaware Revised
Uniform Limited Partnership Act. The Partnership was funded through an offering
of Units of Limited Partnership Interest ("Units"). Limited Partners are
referred to herein as "Unitholders." The Partnership implements asset allocation
strategies by trading approximately 13% of its original assets in the futures,
forward and options markets through an affiliated limited partnership (the
"Trading Company") of which the Partnership is the sole limited partner, while
maintaining its remaining assets in a guaranteed distribution pool.

The public offering of Units began on approximately September
8, 1992 and was completed on January 31, 1993. The offering was registered under
the Securities Act of 1933, as amended, and Kidder, Peabody & Co. Incorporated
acted as selling agent. A total of 11,226.272 Units were sold to the public
during the public offering.

James River Management Corp. (formerly named Kidder Peabody
Futures Management Corp.) (the "General Partner"), a Delaware corporation, is
the General Partner of the Partnership and, in that capacity, performs various
administrative services. The General Partner was organized in 1992 to serve as a
commodity pool operator. Until January 1, 1995, the General Partner was a direct
wholly-owned subsidiary of Kidder, Peabody Group Inc. and an indirect
wholly-owned subsidiary of General Electric Company. Effective as of such date,
all of the stock of the General Partner was sold to Paul H. Saunders and Kevin
M. Brandt, the senior officers of the General Partner, and the General Partner
is no longer affiliated with Kidder, Peabody & Co. Incorporated or its
affiliates. In connection with such sale, all of the directors of the General
Partner other than Messrs.
Saunders and Brandt resigned as directors.

ED&F Man International Inc. acts as the futures commission
merchant or commodity broker (the "Commodity Broker"), although Kidder, Peabody
& Co. Incorporated was the commodity broker until January 30, 1995. The
Commodity Broker is not an affiliate of the General Partner or the Partnership.
The General Partner and the Commodity Broker perform various services related to
the Partnership pursuant to the Partnership's Limited Partnership Agreement and
the customer agreement with the Commodity Broker. The General Partner's

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investment in the Partnership at the outset of trading was $120,000. The General
Partner had $26,394 invested as of December 31, 1999. The General Partner also
invested $20,000 directly into the Trading Company. The General Partner's
investment in the Trading Company was worth $5,103 at December 31, 1999.

RXR Inc., a New York corporation (the "Trading Advisor"), is
the Trading Company's Trading Advisor. The Trading Advisor is not an affiliate
of the Partnership or the General Partner. The Trading Advisor directs the
Partnership's futures, forward and options trading pursuant to an Advisory
Agreement with the Trading Company.

The Trading Advisor receives an incentive fee of 15% of New
Trading Profit achieved by the Trading Company as of the end of each calendar
quarter, and a monthly management fee of 0.0833 of 1% of the Partnership's
month-end Net Assets (1% per annum). New Trading Profits and Net Assets are each
determined pursuant to formulas set forth in the Advisory Agreement.

Brokerage commissions are payable by the Trading Company at a
flat rate of 0.2083 of 1% of the Partnership's month-end Net Assets (2.5% per
annum) plus give-up fees of approximately $2 per round-turn trade. Brokerage
commissions are split between the Commodity Broker, the General Partner and the
Partnership's selling agents.

The Trading Company also pays to the General Partner a sponsor
fee of 0.0625 of 1% of the Partnership's month-end Net Assets (0.75% per annum).

At the commencement of trading, the Partnership's assets were
allocated as follows: approximately 18% was invested in the Trading Company and
approximately 82% was invested in United States Treasury Strip Notes as the
Partnership's guaranteed distribution pool. The guaranteed distribution pool is
intended to assure each investor a 4% annual distribution and return of initial
net capital contribution at the end of the Partnership's approximately 10-year
time horizon.

The Trading Advisor's trading method is highly systematic and
technical. The Trading Advisor's program has four components, namely stock index
futures, bond futures, managed futures and short-term interest rate futures. The
objective of the trading method is to maintain an optimum asset mix in a fully
diversified portfolio, while integrating a managed futures component to achieve
significant capital gains through speculative trading in the futures, forward
and options markets.

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Regulation

Under the Commodity Exchange Act, as amended (the "Act"),
commodity exchanges and futures trading are subject to regulation by the
Commodity Futures Trading Commission (the "CFTC"). The National Futures
Association ("NFA"), "a registered futures association" under the Act, is the
only non-exchange self-regulatory organization for futures industry
professionals. The CFTC has delegated to the NFA responsibility for the
registration of "commodity trading advisors," "commodity pool operators,"
"futures commission merchants," "introducing brokers" and their respective
associated persons and "floor brokers." The Act requires "commodity pool
operators," such as the General Partner, "commodity trading advisors," such as
the Trading Advisor, and commodity brokers or "futures commission merchants,"
such as the Commodity Broker, to be registered and to comply with various
reporting and recordkeeping requirements. The General Partner, the Trading
Advisor and the Commodity Broker are all members of NFA. The CFTC may suspend a
commodity pool operator's or a trading advisor's registration if the CFTC finds
that its trading practices tend to disrupt orderly market conditions or in
certain other situations. In the event that the registration of the General
Partner as a commodity pool operator or the Trading Advisor's registration as a
commodity trading advisor was terminated or suspended, the General Partner and
the Trading Advisor, respectively, would be unable to continue to manage the
business of the Partnership. Should the General Partner's registration be
suspended, termination of the Partnership might result.

As members of NFA, the General Partner, the Trading Advisor
and the Commodity Broker are subject to NFA standards relating to fair trade
practices, financial condition and customer protection. As the self-regulatory
body of the futures industry, the NFA promulgates rules governing the conduct of
futures industry professionals and disciplines those professionals which do not
comply with such standards.

In addition to such registration requirements, the CFTC and
certain futures exchanges have established limits on the maximum net long or net
short position which any person may hold or control in particular futures. The
CFTC has adopted a rule requiring all domestic futures exchanges to submit for
approval speculative position limits for all futures contracts traded on such
exchanges. Many exchanges also limit the changes in futures contract prices that
may occur during a single trading day. The Trading Company may trade on foreign
commodity exchanges which are not subject to regulation by any United States
Government agency.

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(b) Financial Information About Segments

For financial reporting purposes, the Partnership's business
constitutes only one segment, speculative trading of forward, futures, and
options on futures contracts. The Partnership does not engage in sales of goods
and services. The Partnership's revenue, operating results and total assets for
the years ended December 31, 1999, 1998, 1997, 1996 and 1995 are set forth under
"Item 6. Selected Financial Data." See Exhibit 13(a) containing the Financial
Statements of the Partnership.

(1) See Items 1(a) and (b) above.

(i) through (xii) - not applicable.

(xiii) - the Partnership has no employees.

(d) Financial Information About Geographic Areas

The Partnership does not engage in material operations in
foreign countries (although it does trade on foreign exchanges and in foreign
currency futures contracts), nor is a material portion of its revenues derived
from foreign customers. See "Item 1(b). Financial Information About Segments."

Item 2. Properties

The Partnership does not own any properties. Under the terms
of the Limited Partnership Agreement, the General Partner performs the following
services for the Partnership:

(1) Manages the business of the Partnership. Pursuant to this
authority, the General Partner has entered into an Advisory Agreement with the
Trading Advisor (under which the Trading Advisor has complete discretion with
respect to determination of the Trading Company's trading decisions) and a
Customer Agreement with the Commodity Broker (pursuant to which the Commodity
Broker executes all trades on behalf of the Trading Company based on the
instructions of the Trading Advisor).

(2) Maintains the Partnership's books and records, which
Unitholders or their duly authorized representatives may inspect during normal
business hours for any proper purpose upon reasonable written notice to the
General Partner.

(3) Furnishes each Unitholder with a monthly statement
describing the performance of the Partnership, which sets forth the brokerage

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commissions, management fee, sponsor fee and other expenses incurred or accrued
and any incentive fees allocable to the Trading Advisor for the month.

(4) Forwards annual audited financial statements (including a
statement of financial condition and statement of operations) to each
Unitholder.

(5) Provides to each Unitholder tax information necessary for
the preparation of his/her annual federal income tax return and such other \
information as the CFTC may by regulation require.

(6) Performs secretarial and other clerical duties and
furnishes office space, equipment and supplies as may be necessary for
supervising the affairs of the Partnership.

(7) Administers the redemption of Units.

(8) Administers the annual distribution.

Item 3. Legal Proceedings

The General Partner is not aware of any pending legal
proceedings to which the General Partner, the Partnership or the Trading Company
is a party or to which any of their respective assets are subject. In the
ordinary course of its business, the Commodity Broker is involved in certain
legal actions. However, no pending proceeding affects the Commodity Broker's
ability to provide its services to the Partnership. None of the Trading Advisor,
the General Partner, the Partnership or the Trading Company has any connection
with such litigation.

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

None.

PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters

(a) Market Information. There is no trading market for the
Units, and none is likely to develop. Units are transferable only after written
notice has been given to and approved by the General Partner. Units may be
redeemed effective as of the close of business on the last business day of any
calendar quarter, and only in whole Units, at Net Asset Value per Unit (less any
redemption fee, if applicable, as described below) calculated as of the close of
business (as

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determined by the General Partner) on the effective date of redemption. Units
redeemed on or prior to the end of the fourth full calendar quarter of the
Partnership's operations were subject to a redemption charge of 2%, 1% or 0%
depending on the amount of selling commissions paid by the Unitholder. Requests
for redemption must be received by the General Partner ten days before the
redemption date. For the year ended December 31, 1999 there were no redemption
charges paid to the Partnership.

Holders. As of December 31, 1999 there were 36 holders of
Units.

Dividends. The Partnership will make a $40 per Unit annual
distribution to each Unitholder, the first distribution having been made on
March 4, 1994 to Unitholders of record on February 16, 1994; the second
distribution having been made on February 23, 1995 to Unitholders of record on
February 16, 1995; the third distribution having been made on February 23, 1996
to Unitholders of record on February 23, 1996; the fourth distribution having
been made on February 18, 1997 to Unitholders of record on February 18, 1997;
the fifth distribution having been made on February 20, 1998 to Unitholders of
record on February 20, 1998; and the sixth distribution having been made on
February 22, 1999 to Unitholders of record on February 15, 1999. Except for the
distributions referred to above, no other dividends have been made or are
contemplated.

Securities Sold. None. Items (b) through (f) of item 701 of
Regulation S-K are not applicable.

(b) Not Applicable.

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Item 6. Selected Financial Data

The following is a summary of operations and total assets of
the Partnership for the years ended December 31, 1999, 1998, 1997, 1996 and
1995. For this purpose, the U.S. Treasury securities held in the guaranteed
distribution pool are valued at the lower of (1) cost plus accrued interest or
(2) market value.

For the Years Ended
-------------------
December 31, December 31, December 31, December 31, December 31,
----------- ----------- ----------- ----------- -----------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----

Revenues:
Gain: (loss) on
trading of Commodities
Positions $(11,767) $217,965 $330,164 $(250,741) $1,205,872
Interest Income 127,103 152,631 202,467 408,523 519,388
Redemption Income 0 0 0 0 0
Realized gain (loss) on
U.S. Treasury Strip Notes 5,757 34,961 14,148 69,419 (7,719)
Unrealized gain (loss) on
U.S. Treasury Strip Notes 0 0 0 0 557,725
------- -------- -------- --------- ----------
Total revenue 121,093 405,557 546,779 227,701 2,275,266

Expenses:
Brokerage commissions and
fees 53,748 64,231 83,269 165,938 211,672
Management Fees 21,013 25,243 32,675 64,846 83,141
Incentive Fees 0 0 0 0 0
GP Fees 15,784 18,963 24,536 48,685 62,416
Operating Expenses 23,582 29,198 23,311 32,475 33,859
------- -------- -------- --------- ----------
Total Expenses 114,127 137,635 163,791 311,944 391,088
------- -------- -------- --------- ----------

Income (loss) before
Allocation of Majority
Interest 6,966 267,922 382,988 (84,243) 1,884,178
Minority Interest
operating (income) loss 2,201 (3,228) (7,391) 6,992 (11,213)
------- -------- -------- --------- ----------

Net income (loss) $ 9,167 $ 264,694 $ 375,597 $ (77,251) $1,872,965
======= ========= ========= ========== ==========

Net income (loss)
allocated to General
Partner 113 6,060 10,813 (3) 19,503
======= ========= ========= ========== ==========

Net income (loss)
allocated to Limited
Partners 9,054 258,634 364,784 (77,248) 1,853,462
======= ========= ========= ========== ==========

Net income (loss) per Unit
(for a Unit outstanding
throughout the year/period) 4.95 120.71 124.68 (.03) 277.14
======= ========= ========= ========== ==========

Total assets $2,098,462 $2,279,865 $2,724,165 $5,566,829 $8,652,018
========== ========== ========== ========== ==========

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Reference is made to "Item 6. Selected Financial Data" and
"Item 8. Financial Statements and Supplementary Data." The information contained
therein is essential to, and should be read in conjunction with, the following
analysis.

Liquidity

Most United States commodity exchanges limit fluctuations in
futures contract prices during a single day by regulations referred to as "daily
price fluctuation limits" or "daily limits." During a single trading day, no
trades may be executed at prices beyond the daily limit. Once the price of a

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futures contract has reached the daily limit for that day, positions in that
contract can neither be taken nor liquidated. Futures prices have occasionally
moved the daily limit for several consecutive days with little or no trading.
Similar occurrences could prevent the Trading Company from promptly liquidating
unfavorable positions and subject the Trading Company to substantial losses
which could exceed the margin initially committed to such trades. In addition,
even if futures prices have not moved the daily limit, the Trading Company may
not be able to execute futures trades at favorable prices if little trading in
such contracts is taking place. Other than these limitations on liquidity, which
are inherent in the Trading Company's futures trading operations, the
Partnership's assets are highly liquid and are expected to remain so.

Capital Resources

The Partnership does not intend to raise any additional
capital through borrowing and, because it is a closed-end fund, it cannot sell
any more Units unless it undertakes a new public offering, which would require
another registration with the Securities and Exchange Commission. Due to the
nature of the Partnership's business, it will make no significant capital
expenditures and substantially all of its assets are and will be represented by
U.S. Treasury Strip Notes and investments in futures, forwards and options.

Results of Operations

For the year ended December 31, 1999, operating results show a
gain of $9,167 and the Net Asset Value per Unit was $1,161.87. The significant
components of this aggregate gain were increases in the market value and
interest on U.S. Treasury securities. The gain in the market value of zero
coupon Treasury strips in the guaranteed distribution pool totaled $5,757
(combined realized and unrealized); the gain in accrued interest on same
securities equaled $127,103. The net loss on trading in futures and options on
futures was -$11,767 (combined realized and unrealized) for the year, with the
largest declines in 10-year U.S. T-note contracts (-$45,496), 5-year U.S. T-note
contracts (-$40,128) and New Zealand/U.S. dollar cross-rate contracts
(-$10,841). These losses were off-set in significant part by gains in futures
trading due to S&P 500 index contracts (+$74,193), Soybean oil contracts
(+$8,222) and Euro Currency Unit contracts (+$7,937). The remaining net loss of
- -$5,654 was the net result of smaller trading gains and losses in approximately
forty-two other markets. The combined gain of these operating activities
(+$121,093), less operating expenses of $114,127, plus the allocation of
minority interest in the affiliated Trading Company (+$2,201), equals the total
aggregate Partnership gain of +$9,167.

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Operating results showed a gain of $264,694 for the year ended
December 31, 1998, with the Net Asset Value per Unit as of December 31, 1998 at
$1,196.92. The significant components of this aggregate gain were profits on
trading in futures. The net gain on trading in futures and options on futures
was +$217,965 (combined realized and unrealized) for the year, with the largest
declines in British pound futures contracts (-$13,515), Australian 3-year bond
contracts (-$13,327) and 3-month Canadian Banker's Acceptance contracts
(-$12,964), and the most significant increases due to S&P 500 index contracts
(+$148,935), Japanese Government Bond contracts (+$26,370) and 5-year U.S.
T-note contracts (+$21,882). The remaining net gain of +$60,584 was the net
result of smaller trading gains and losses in approximately forty-five other
markets. The increase in the market value of zero coupon Treasury strips in the
guaranteed distribution pool totaled $34,961 (combined realized and unrealized);
the increase in accrued interest on same securities was $152,631. The combined
gain of these operating activities (+$405,557), less operating expenses of
$137,635, less the allocation of minority interest in the affiliated Trading
Company (-$3,228), equals the total aggregate Partnership gain of $264,694.

Operating results show a gain of +$375,597 for the year ended
December 31, 1997. The Net Asset Value per Unit as of December 31, 1997 was
$1,115.89. The significant components of this aggregate gain were gains on
trading of futures and options. The net gain on trading of futures and options
was +$330,164 (combined realized and unrealized) for the year, with the most
significant declines due to trading in soybean oil contracts (-$24,014) and in
sugar contracts (-$15,902) and the most significant increases due to S&P 500
contracts (+$92,800) and dollar indices (+$32,700). The remaining gain of
+$244,580 is the net result of smaller trading gains and losses in approximately
forty other markets. The increase in the market value of the bonds in the
guaranteed distribution pool totaled $14,148 (combined realized and unrealized);
the increase in accrued interest on same securities was $202,467. The combined
gain of these operating activities (+$546,779), less operating expenses of
$163,791, plus the allocation of minority interest in the affiliated Trading
Company (-$7,391), equals the total aggregate Partnership gain of +$375,597.

As disclosed in the Prospectus of the Partnership, there is a
risk of loss inherent in the speculative nature of the futures and options
trading activity. Past performance is not necessarily indicative of future
prospects for profitability. As also disclosed in the Prospectus of the
Partnership, the value of the bonds in the guaranteed distribution pool is
subject to interim declines in market value. However, if an investment in the
Partnership is held to the end of its defined time horizon, thereby allowing all

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bonds in the guaranteed distribution pool to liquidate upon maturity, an
investor will realize an annual 4% distribution plus a full return of his/her
initial capital investment.

Inflation is not a significant factor in the Partnership's
profitability.

Possible Effects of the European Monetary Union

The Trading Advisor historically has traded foreign
currencies, including European currencies, for the Partnership. The January 1,
1999 inauguration of the Euro and the market's reaction to the Euro, or to any
nation's possible future withdrawal from the European Monetary Union, may
adversely affect the trading opportunities, or trading results generally, of
currency traders. The absence of historical Euro trading data could be
detrimental to traders such as the Trading Advisor.

The conversion to a single euro-currency was a very
significant and novel political and economic event and there can be no certainty
about its direct or indirect future effects on currency markets. The
introduction of the Euro does not eliminate the global appetite for hedging and
speculation in European Markets. Rather, the Euro and Euro-denominated
instruments essentially provide investors the opportunity to achieve a more
diversified exposure to European markets without the necessity of trading
individual instruments in legacy currency. Unforeseen effects of the European
Monetary Union could result in trading losses for the Partnership.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable pursuant to the "small business issuer"
exemption from the disclosure requirements of Regulation S-K.

Item 8. Financial Statements and Supplementary Data

Financial statements required by this Item are included in the
Exhibit 13(a) filed herewith.

The supplementary financial information specified by Item 302
of Regulation S-K is not applicable.

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

Arthur Andersen LLP has served as the Partnership's
independent public accountants since 1995. Results for 1999, 1998, 1997, 1996
and 1995 have been audited by Arthur Andersen LLP. There have been no changes in
or disagreements with the accountants on accounting or financial disclosure.

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PART III

Item 10. Directors and Executive Officers of the Registrant

(a,b) Identification of Directors and Executive Officers.
The Partnership and the Trading Company have no directors or executive officers.
There are no "significant employees" of the Partnership or the Trading Company.
The Partnership and the Trading Company are managed by the General Partner. In
January 1995, all directors of the General Partner other than Paul H. Saunders
and Kevin M. Brandt resigned as directors in connection with the sale of the
General Partner to Mr. Saunders and Mr. Brandt. Trading decisions for the
Trading Company are made by the Trading Advisor.

The General Partner is a commodity pool operator registered
with the National Futures Association. The Trading Advisor and its respective
principals have been trading commodities accounts for investors pursuant to
their respective trading methods for several years.

(d) Family relationships. None.

(e) Business Experience. See "Item 1 (a)" and "Item 10 (a,b)"
above.

(f) Involvement in Certain Legal Proceedings. None.

(g) Promoters and Control Persons. Not applicable.

Item 405 of Regulation S-K is not applicable.

Item 11. Executive Compensation

The Partnership and the Trading Company have no directors or
officers. The General Partner performs the services described in "Item 2.
Properties" herein. The General Partner participates in any appreciation in the
net assets of the Partnership in proportion to its investment. ED&F Man
International Inc. acts as the Partnership's commodity broker pursuant to the
Customer Agreement described in "Item 1(a). General Development of Business."

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Item 12. Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners

The Partnership knows of 8 Unitholders who own beneficially
more than 5% of the Units. All beneficial ownership is direct ownership.

Name and Address Number of Units Percentage of Units
------------------------------ --------------- -------------------

Kosman Inc. 125.00 7.06%
190498 CR-G
Scottbluff, NE 69361

Betty C. LaRoe IRA Rollover 210.89 11.91%
P.O. Box 69
Terrell, TX 75160

James K. LaRoe IRA Rollover 217.82 12.30%
P.O. Box 69
Terrell, TX 75160

Ralph Balcof Separate 100.00 5.65%
Property Trust
P.O. Box 1269
Azusa, CA 91702

Joyce & Michael Dileo 100.00 5.65%
21 Jefferson Place
Massapequa, NY 11758

Georgiana M. Ely Trust 100.00 5.65%
c/o Jane Mace
13122 Mission Valley Drive
Houston, TX 77069

Cella, McKeon & Williams 100.00 5.65%
P.O. Box 221
North Haven, CT 06473

Milton L. Shifman Scholarship Trust 100.00 5.65%
U/w/o Milton L. Shifman
111-34 Shearwater Court
Jersey City, NJ 07305

Security Ownership of Management

Under the terms of the Limited Partnership Agreement, the
Partnership's affairs are managed by the General Partner and the Trading Advisor
has discretionary authority over futures, forward and options trading. The
General Partner owned 22.717 Units valued at $26,394 as of December 31, 1999,
1.28% of the Partnership's total equity. The General Partner also owned a $5,103
interest in the Trading Company as of such date.

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Changes in Control

None.

Item 13. Certain Relationships and Related Transactions

See "Item 1. Business," "Item 2. Properties," "Item 11.
Executive Compensation" and "Item 12. Security Ownership of Certain Beneficial
Owners and Management."

PART IV

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

(a)1. Financial Statements (found in Exhibit 13(a))

The required financial statements are included in the 1999
Annual Report, a copy of which is filed herein as Exhibit 13(a).

(a)2. Financial Statement Schedules

All Schedules are omitted for the reason that they are not
required, are not applicable, or because equivalent information has been
included in the financial statements or the notes thereto.

(a)3. Exhibits as required by Item 601 of Regulation S-K

(3) Articles of Incorporation and By-laws

a. Limited Partnership Agreement of the
Partnership dated as of February 13, 1992, amended and restated as of
September 8, 1992.

b. Amended and Restated Certificate of Limited
Partnership of the Partnership.

c. Certificate of Amendment to Certificate of
Limited Partnership of the Partnership.

(10) Material Contracts

a. Advisory Agreement between the Trading
Company and RXR Inc.

b. Customer Agreement between the Partnership
and Kidder, Peabody & Co. Incorporated.

c. Guarantee of The RXR Group Inc.

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d. Assignment and Assumption Agreement among
certain commodity pools (including the Partnership), Kidder, Peabody Co.
Incorporated and ED&F Man International Inc.

The above exhibits are incorporated herein by reference from
the Registration Statement filed by the Partnership on Form S-1 (Reg. No.
33-45938) and declared effective as of September 8, 1992, except that (1) the
Limited Partnership Agreement is incorporated by reference from the Prospectus
dated September 8, 1992 filed pursuant to Rule 424(b), (2) the Certificate of
Amendment to Certificate of Limited Partnership of the Partnership is
incorporated by reference from the Partnership's Annual Report on Form 10-K for
the Fiscal Year Ended December 31, 1994 and (3) the Assignment and Assumption
Agreement is incorporated by reference from the Partnership's Annual Report on
10-K for the Fiscal Year Ended December 31,1994.

(13) 1999 Annual Report and Independent Auditors'
Report -- filed herewith as Exhibit 13(a).

(16) Letter regarding change in certified public
accountants is incorporated by reference to the Partnership's Report on Form 8-K
dated November 10, 1995.

(27) Financial Data Schedule.

(b) Reports on Form 8-K

The Partnership filed a report on Form 8-K dated November 10,
1995. No reports on Form 8-K were filed during the fourth quarter of 1999.

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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.

THE FOUR SEASONS FUND II L.P.

By: James River Management Corp.,
General Partner

By: /s/ PAUL H. SAUNDERS
--------------------
Paul H. Saunders
Chairman and Chief Executive Officer

Date: March 30, 2000

Pursuant to the requirements of Section 13 or 15(d) 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 and on the
date indicated.

Signature Title With Registrant Date

/s/ PAUL H. SAUNDERS Chairman and Chief March 30, 2000
- -------------------- Executive Officer
Paul H. Saunders (Principal Executive Officer
and Chief Operating Officer)

/s/ KEVIN M. BRANDT President, Treasurer and March 30, 2000
- ------------------- Director (Principal Financial
Kevin M. Brandt and Accounting Officer)

(Being the principal executive officer, the principal
financial and accounting officer, and a majority of the directors of James River
Management Corp.)

JAMES RIVER MANAGEMENT CORP. General Partner March 30, 2000
of Registrant

By: /s/ KEVIN M. BRANDT
--------------------
Kevin M. Brandt
President

-16-

SIGNATURES

THE FOUR SEASONS FUND II L.P.

By: James River Management Corp.,
General Partner

By: ______________________
Paul H. Saunders
Chairman and Chief Executive Officer

Date: March 30, 2000

Signature Title With Registrant Date

Chairman and Chief March 30, 2000
Executive Officer
(Principal Executive Officer
and Chief Operating Officer)
- -------------------
Paul H. Saunders

President, Treasurer and March 30, 2000
Director (Principal Financial
and Accounting Officer)
- -------------------
Kevin M. Brandt

(Being the principal executive officer, the principal
financial and accounting officer, and a majority of the directors of James River
Management Corp.)

JAMES RIVER MANAGEMENT CORP. General Partner March 30, 2000
of Registrant

By: _______________________
Kevin M. Brandt
President

-17-

THE FOUR SEASONS FUND II L.P.

1999 FORM 10-K

INDEX TO EXHIBITS

EXHIBIT PAGE
------- ----
Exhibit 13(a) 1999 Annual Report and Independent
Auditors' Reports E-1

Exhibit 27.01 Financial Data Schedule E-2

-18-