EXHIBIT 3.02(b)



 
                                    
                               AMENDMENT TO THE     
                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                         TUDOR FUND FOR EMPLOYEES L.P.

    
          The undersigned, desiring to amend Section 4 of the Certificate of
Limited Partnership (the "Certificate") of Tudor Fund For Employees L.P. (the
"Partnership"), pursuant to the provisions of the Delaware Revised Uniform
Limited Partnership Act, Title 6 Delaware Code, Subtitle II, Chapter 17, 17-101
et seq. (the "Act"), does hereby certify, pursuant to Section 17-202 of the Act,
that the Certificate shall, and hereby is, amended as follows.     
    
          4.  General Partner.  The name and business and mailing address of the
general partner of the Partnership is:  Second Management LLC, One
Liberty Plaza, 51st Floor, New York, New York 10006.     
    
          This Amendment was duly executed in accordance with, and is being
filed pursuant to, Section 17-202 of the Act.    
    
          IN WITNESS WHEREOF, the undersigned, has executed this Amendment on
the 14th day of May, 1996.    

                                   
                              TUDOR FUND FOR EMPLOYEES L.P.     


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                              By:  SECOND MANAGEMENT LLC
                                   General Partner     
 
                                   
                              By:______________________________
                                   Andrew S. Paul                       
                                   Vice President     

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