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 [Fee Required]

For the Fiscal Year Ended: December 31, 1998

/___/ Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]

Commission File Number: 0-21286

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

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

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

Registrant's telephone number, including area code:
(804) 784-4500

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.

Yes No X

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]

The registrant is a limited partnership and, accordingly, has no voting stock
held by nonaffiliates or otherwise.

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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 18% 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.

E. D. & 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
investment in the Partnership at the outset of trading was $120,000. The General
Partner had $27,190 invested as of December 31, 1998. The General Partner also
invested $20,000 directly into the Trading Company. The General Partner's
investment in the Trading Company was worth $7,304 at December 31, 1998.

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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.

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

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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.

(b) Financial information about industry segments

The Partnership's business constitutes only one segment,
speculative trading of forward and futures and options on futures contracts, for
financial reporting purposes. 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, 1998, 1997, 1996, 1995 and 1994 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.

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(d) Financial information about foreign and domestic operations and
export sales

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 industry
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 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

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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. They 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 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, 1998 there were
no redemption charges paid to the Partnership.

Holders. As of December 31, 1998 there were 39 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;
and the fifth distribution having been made on February 20, 1998 to Unitholders
of record on February 20, 1998. Except for the distribution 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, 1998, 1997,1996, 1995 and 1994. 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, 1998 December 31, 1997 December 31, 1996 December 31, 1995 December 31, 1994
----------------- ----------------- ------------------- ----------------- -----------------

Revenues:
Gain (loss) on trading of
Commodities Positions $217,965 $330,164 $(250,241) $1,205,872 $(788,637)

Interest Income 152,631 202,467 408,523 519,388 570,942
Redemption income 0 0 0 0 0
Realized gain (loss) on U.S.
Treasury Strip Notes 34,961 14,148 69,419 (7,719) (87,300)
Unrealized gain (loss) on U.S.
Treasury Strip Notes 0 0 0 557,725 (557,725)
------- ------- ------- --------- -------
Total revenue 405,557 546,779 227,701 2,275,266 (862,720)

Expenses:
Brokerage commissions
and fees 64,231 83,269 165,938 211,672 257,170
Management Fees 25,243 32,675 64,846 83,141 96,466
Incentive Fees 0 0 0 0 0
GP Fees 18,963 24,536 48,685 62,416 72,412
Operating Expenses 29,198 23,311 32,475 33,859 25,627
------- ------- ------- ------- -------
Total Expenses 137,635 163,791 311,944 391,088 451,675

Income (loss) before
Allocation of Majority
Interest 267,922 382,988 (84,243) 1,884,178 (1,314,395)
Minority Interest
operating (income) loss (3,228) (7,391) 6,992 (11,213) 14,840
--------- --------- ------- -------- ---------
Net income (loss) $ 264,694 $ 375,597 $(77,251) $ 1,872,965 $(1,299,555)
========= ========= ======= ========= ==========
Net income (loss)
allocated to
General Partner 6,060 10,813 (3) 19,503 (16,261)
========= ========= ======= ========= ==========
Net income (loss)
allocated to
Limited Partners 258,634 364,784 (77,248) 1,853,462 (1,283,294)
========= ========= ======= ========= ==========
Net Income (loss)
per Unit
(for a Unit
outstanding
throughout the
year/period) 120.71 124.68 (.03) 277.14 (135.51)
========= ========= ======= ========= ==========
Total assets $2,279,865 $2,724,165 $5,566,829 $8,652,018 $7,768,405
========= ========= ======= ========= ==========

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, posi tions 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

Operating results show 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 $138,249. 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

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(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.

Operating results show a loss of -$77,251 for the year ended
December 31, 1996. The Net Asset Value per Unit as of December 31, 1996 was
$1,031.21. The significant components of this aggregate loss were losses on
trading of futures and options. The net loss on trading of futures and options
was - $250,241 (combined realized and unrealized) for the year, with the most
significant declines due to trading in U.S. Treasury Bond contracts (-$134,103)
and in coffee contracts (-$57,004) and the most significant increases due to
10-year Note contracts (+$86,078) and corn contracts (+$62,976). The remaining
loss of -$208,188 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 $69,419 (combined realized and
unrealized); the increase in accrued interest on same securities was $408,523.
The combined gain of these operating activities (+$227,701), less operating
expenses of $311,944, plus the allocation of minority interest in the affiliated
Trading Company (+$6,992), equals the total aggregate Partnership loss of
- -$77,251.

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
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 Partner ship'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

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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 is 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.

In response to the planned introduction of the Euro, during the
last quarter of 1998 the Trading Advisor phased out positions in the various
European currencies which were replaced by the Euro on January 1, 1999. Euro
risk, in the form of positions in Euro futures contracts on Euro-denominated
bond interest rates, is being introduced by the Trading Advisor with small
exposure and increased over the first quarter of 1999. This process is intended
to ultimately restore the Partnership's European currency risk allocations to
pre-Euro levels.

As information becomes available on the Euro, the market's
reaction to the Euro and any nation's involvement in the European Monetary
Union, the Trading Advisor will process and analyze such data. The Trading
Advisor has in place a working group responsible for planning and preparing for
the Euro conversion. This group reviews information on this issue as it becomes
available, determines what actions are necessary, establishes policies and
monitors tasks as appropriate. If unanticipated difficulties arise in connection
with the conversion and restoration of the Partnership's European risk
allocations to pre-Euro weightings, the Trading Advisor will notify the General
Partner and Trading Company in a timely manner, and the General Partner will
promptly notify investors.

The Year 2000 Computer Issue

Many computer applications currently in use were designed and
developed using two digits to identify the year. These programs were implemented
without considering the impact of the change in the century. Consequently, these
computer applications could fail or create erroneous results if not corrected.

The Partnership and James River Management Corp. are essentially
impacted by three components with respect to being "Y2K compliant": (a) the
internally developed systems at James River Capital Corp.; (b) the operating
systems at ED&F Man International; and (c) a third party accounting system,
Commodity Accounting Systems ("CAS").

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As of year-end, CAS has indicated that their system is Y2K
compliant. ED&F Man's completion of their "testing phase" should be done by
March 31, 1999 and June 30, 1999 has been set as the date by which contingency
plans should be finalized. James River Capital Corp. has completed many stages
of its Y2K compliance testing (hardware verification, operating systems and
retail application compliance, and internal systems) through the first quarter
of 1999, with the second quarter of 1999 targeted as the time frame for
developing contingency plans in the event external vendors cannot be certified
as Y2K compliant. The General Partner, not the Partnership, will absorb all
costs related to adopting software applications for the Year 2000.

Based on the above, James River Management Corp. is confident
that all components of its Year 2000 preparedness are in check. However, the
failure of securities and commodity exchanges, clearing organizations, vendors,
clients, and regulators to resolve their own computer application issues in a
timely manner could result in material financial risk to 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 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.

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

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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. E. D. & 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 eight 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 6.76%
190498 CR-G
Scottbluff, NE 69361

Betty C. LaRoe IRA Rollover 210.89 11.40%
P.O. Box 69
Terrell, TX 75160

James K. LaRoe IRA Rollover 217.82 11.78%
P.O. Box 69
Terrell, TX 75160

Ralph Balcof Separate 100.00 5.41%
Property Trust
P.O. Box 1269
Azusa, CA 91702

Joyce & Michael Dileo 100.00 5.41%
21 Jefferson Place
Massapequa, NY 11758

Georgiana M. Ely Trust 100.00 5.41%
c/o Jane Mace
13122 Mission Valley Drive
Houston, TX 77069

Cella, McKeon & Williams 100.00 5.41%
P.O. Box 221
North Haven, CT 06473

Milton L. Shifman Scholarship Trust 100.00 5.41%
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 $27,190 as of December 31, 1998,
1.23% of the Partnership's total equity. The General Partner also owned a $7,304
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 1997 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 informa tion 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.

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

-14-

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 for the Fiscal Year Ended December 31,1994.

(13) 1998 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 1998.

-15-

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 31, 1999

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 31, 1999
- -------------------- Executive Officer
Paul H. Saunders (Principal Executive Officer
and Chief Operating Officer)

/s/ KEVIN M. BRANDT President, Treasurer and March 31, 1999
- ------------------- 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 31, 1999
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: /s/ PAUL H. SAUNDERS
---------------------
Paul H. Saunders
Chairman and Chief Executive Officer

Date: March 31, 1999

Signature Title With Registrant Date
--------- ----------------------- ----

/s/ PAUL H. SAUNDERS Chairman and Chief March 31, 1999
- --------------------- Executive Officer
Paul H. Saunders (Principal Executive Officer
and Chief Operating Officer)

/s/ KEVIN M. BRANDT President, Treasurer and March 31, 1999
- ------------------- 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 31, 1999
of Registrant

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

-17-

THE FOUR SEASONS FUND II L.P.
1998 FORM 10-K
INDEX TO EXHIBITS

EXHIBIT PAGE
------- ----

Exhibit 13(a) 1998 Annual Report and Independent
Auditors' Reports E-1

Exhibit 27.01 Financial Data Schedule E-2

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