FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

   FOR THE QUARTER ENDED: 9/30/97      COMMISSION FILE NUMBER:   33-33982  
                          -------                                --------
                                                                        
                        TUDOR FUND FOR EMPLOYEES L.P. 
- --------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)   
                                                         
            Delaware                                     13-3543779
- --------------------------------------------------------------------------------
(State or other jurisdiction of                       (I.R.S. Employer    
incorporation or organization)                        Identification No.)    
                                                                          
600 Steamboat Road, Greenwich, Connecticut                  06830     
- --------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)   
                                                        
                              (203) 863-6700    
- --------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)
                                                    


         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 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           
                                           -     - 
                                                                          

 
                        PART I - FINANCIAL INFORMATION
                        ITEM 1. - FINANCIAL STATEMENTS
                         TUDOR FUND FOR EMPLOYEES L.P.
                       STATEMENTS OF FINANCIAL CONDITION

 
 

                                                                        SEPTEMBER 30,     DECEMBER 31,
                                                                            1997             1996
                                                                         (UNAUDITED)       (AUDITED)
                                                                        ------------      -----------
                                 ASSETS
                                 ------
                                                                                     
Cash                                                                     $ 3,087,056      $ 2,220,395
Equity in commodity trading accounts:
   Due from broker                                                         2,011,733        1,005,276
   U.S. Government obligations                                             7,475,729        8,773,008
   Net unrealized gain on open commodity interests                            14,765          114,755
                                                                         -----------      -----------
     Total equity                                                          9,502,227        9,893,039

   Other assets                                                                 --             25,272

                                                                         -----------      -----------

         Total assets                                                    $12,589,283      $12,138,706
                                                                         ===========      ===========

                   LIABILITIES AND PARTNERS' CAPITAL
                   ---------------------------------
LIABILITIES:

Redemptions payable                                                      $   207,951      $ 1,218,064
Pending partner additions                                                    175,139        2,327,305
Incentive fees payable                                                        19,229             --
Management fees payable                                                       56,236           17,014
Accrued professional fees and other                                           67,724           49,957
                                                                         -----------      -----------

         Total liabilities                                                   526,279        3,612,340
                                                                         -----------      -----------

PARTNERS' CAPITAL:

Limited Partners, 10,000 units authorized and 2,966.542 and
  2,521.886 outstanding at September 30, 1997 and December 31, 1996       11,313,316        7,909,798

General Partner, 196.580 units outstanding at September 30, 1997
  and December 31, 1996                                                      749,688          616,568 
                                                                         -----------      -----------

         Total partners' capital                                          12,063,004        8,526,366
                                                                         -----------      -----------

         Total liabilities and partners' capital                         $12,589,283      $12,138,706
                                                                         ===========      ===========

 


       The accompanying notes are an integral part of these statements.

 
                        TUDOR FUND FOR EMPLOYEES L.P. 
                           STATEMENTS OF OPERATIONS 
                     FOR THE THREE AND NINE MONTHS ENDED 
                          SEPTEMBER 30, 1997 AND 1996
                                  (UNAUDITED)

              
 
                                                    THREE MONTHS ENDED                  NINE MONTHS ENDED  
                                                       SEPTEMBER 30,                       SEPTEMBER 30,
                                                  1997              1996              1997             1996
                                              ------------       -----------       -----------      ----------- 
                                                                                        
REVENUES:

Net realized trading gain  (loss)             $   240,896       $  (515,298)      $ 2,304,744       $ 1,292,628
Change in net unrealized trading  (loss)          (11,735)              545           (92,711)         (150,700)
Interest income                                   152,327           142,524           423,166           403,671
                                              -----------       -----------       -----------       -----------

Total revenues                                    381,488          (372,229)        2,635,199         1,545,599
                                              -----------       -----------       -----------       -----------

EXPENSES:

Brokerage commissions and fees                     39,272            22,773           151,574            92,380
Incentive fee                                      11,355              --             105,098           166,073
Management fees                                    56,236            52,709           162,484           155,037
Professional fees and other                        21,603            23,728            67,351            72,959
                                              -----------       -----------       -----------       -----------

Total expenses                                    128,466            99,210           486,507           486,449
                                              -----------       -----------       -----------       -----------

Net income  (loss)                            $   253,022       $  (471,439)      $ 2,148,692       $ 1,059,150
                                              ===========       ===========       ===========       ===========

Limited Partners' Net Income                      237,958          (383,091)        2,015,572           838,892

General Partner's Net Income                       15,064           (88,348)          133,120           220,258
                                              -----------       -----------       -----------       -----------

                                              $   253,022       $  (471,439)      $ 2,148,692       $ 1,059,150
                                              ===========       ===========       ===========       ===========

Change in Net Asset Value Per Unit            $     76.63       $   (137.41)      $    677.18       $    342.58
                                              ===========       ===========       ===========       ===========

Net Income (Loss) Per Unit                    $     78.85       $   (139.31)      $    670.12       $    321.53
                                              ===========       ===========       ===========       ===========


       The accompanying notes are an integral part of these statements.

 
                          TUDOR FUND FOR EMPLOYEES L.P.
                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
  FOR THE PERIOD ENDED SEPTEMBER 30, 1997 AND THE YEAR ENDED DECEMBER 31, 1996

 
 
                                                                                               
                                                             LIMITED PARTNERS                  
                                                       UNITS               CAPITAL             
                                                                                               
                                                 ------------------- -------------------       

                                                                 
Partners' Capital, January 1, 1996                      2,190.191        $  6,272,162          
                                                                                               
     Net income                                            --                 645,415          
     TIC 401(k) Plan unit adjustment (a)                    5.462              --                  
     Capital Contributions                                931.637           2,926,549          
     Redemptions                                         (605.404)         (1,934,328)         
                                                 ------------------- -------------------       
                                                                                               
Partners' Capital, December 31, 1996  (b)               2,521.886           7,909,798          
                                                 ------------------- -------------------       
                                                                                               
     Net income                                            --               2,015,572          
     TIC 401(k) Plan unit adjustment (a)                    6.567              --                  
     Capital Contributions                                692.080           2,338,415          
     Redemptions                                         (253.991)           (950,469)         
                                                 ------------------- -------------------       
                                                                                               
Partners' Capital, September 30, 1997 (b)               2,966.542        $ 11,313,316          
                                                 =================== ===================        

 



 
                                                        GENERAL PARTNER                    TOTAL           NET ASSET VALUE     
                                                   UNITS              CAPITAL             CAPITAL              PER UNIT         
                                               ---------------   -------------------  -----------------  --------------------

                                                                                                 
Partners' Capital, January 1, 1996                642.943         $  1,841,231         $  8,113,393          $  2,863.75
                                                 
     Net income                                    --                  175,337            2,048,724
     TIC 401(k) Plan unit adjustment (a)           --                  --                    --
     Capital Contributions                         --                  --                 1,197,007
     Redemptions                                 (446.363)          (1,400,000)          (1,843,848)
                                               ---------------- --------------------  -----------------
                                            
Partners' Capital, December 31, 1996  (b)         196.580              616,568            8,526,366             3,136.46
                                               ---------------- --------------------  -----------------
                                                
     Net income                                    --                  133,120            2,148,692
     TIC 401(k) Plan unit adjustment (a)           --                   --                    --
     Capital Contributions                         --                   --                2,338,415
     Redemptions                                   --                   --                 (950,469)
                                                ---------------- ------------------   -----------------
                                            
Partners' Capital, September 30, 1997 (b)         196.580          $   749,688         $ 12,063,004          $  3,813.64
                                                ================ ==================   =================

 

(a) See Note 3 - Capital Accounts
(b) See Note 4 - Redemption of Units

       The accompanying notes are an integral part of these statements.

 
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1997
                                   (UNAUDITED)

(1)      ORGANIZATION
         ------------

         Tudor Fund For Employees L.P. (the "Partnership") was organized under
         the Delaware Revised Uniform Limited Partnership Act (the "Act") on
         November 22, 1989, and commenced trading operations on July 2, 1990.
         Second Management LLC, a Delaware limited liability company ("SML" or
         the "General Partner"), was the general partner for the Partnership
         during the quarter ended September 30, 1997 and owned approximately 197
         units of general partnership interest. Ownership of limited partnership
         units is restricted to employees of Tudor Investment Corporation ("TIC"
         or the "Trading Advisor") and its affiliates and certain employee
         benefit plans. Prior to April 4, 1996, Second Management Company, Inc.,
         a Delaware Corporation ("SMCI") was the general partner of the
         Partnership. SML is the successor-in-interest to SMCI by virtue of
         merger with SMCI.

         The objective of the Partnership is to realize capital appreciation
         through speculative trading of commodity futures, forward, and option
         contracts and other commodity interests ("commodity interests"). The
         Partnership will terminate on December 31, 2010 or at an earlier date
         if certain conditions occur as outlined in its Second Amended and
         Restated Limited Partnership Agreement, (the "Limited Partnership
         Agreement"), dated May 22, 1996.

         DUTIES OF THE GENERAL PARTNER
         -----------------------------

         The General Partner acts as the commodity pool operator for the
         Partnership and is responsible for the selection and monitoring of the
         commodity trading advisor and the commodity brokers used by the
         Partnership. The General Partner is also responsible for the
         performance of all administrative services necessary to the
         Partnership's operations.

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------
         ACCOUNTING POLICY
         -----------------

         The financial statements presented have been prepared pursuant to the
         rules and regulations of the Securities and Exchange Commission ("SEC")
         and, in the opinion of management of the General Partner, include all
         adjustments necessary for a fair statement of each period presented.

         REVENUE RECOGNITION
         -------------------

         Commodity interests are recorded on the trade date at the transacted
         contract price and valued at market.

 
         BROKERAGE COMMISSIONS AND FEES
         ------------------------------

         These expenses represent all brokerage commissions, exchange, National
         Futures Association and other fees incurred in connection with the
         execution of commodity interest trades. Commissions and fees associated
         with open commodity interests at the end of the period are accrued on a
         round-turn basis.

         INCENTIVE FEE
         -------------

         The Partnership pays TIC, as trading advisor, an incentive fee equal to
         12% of the Trading Profits (as defined in the Limited Partnership
         Agreement) earned as of the end of each fiscal quarter of the
         Partnership. Effective August 1, 1995, TIC has waived its right to
         receive incentive fees attributable to units held at the beginning of
         each month by the Tudor Investment Corporation 401(k) Savings and
         Profit Sharing Plan (the "TIC 401(k) Plan").

         MANAGEMENT FEE
         --------------

         The Partnership also pays TIC, for the performance of its duties, a
         monthly management fee equal to 1/6 of 1% (2% per annum) of the
         Partnership's net assets. Effective August 1, 1995, TIC has waived its
         right to receive management fees attributable to units held at the
         beginning of each month by the TIC 401(k) Plan.

         ORGANIZATIONAL AND OFFERING COSTS
         ---------------------------------

         The General Partner paid all of the offering and organizational costs
         incurred in connection with the start up of the Partnership and the
         initial offering of units. The General Partner was reimbursed by the
         Partnership for offering expenses of $106,728 over the first 12 months
         of its operations and was reimbursed for organizational expenses of
         $48,200 from commencement of trading operations (July 1990) through
         June 1995.

         FOREIGN CURRENCY TRANSLATION
         ----------------------------

         Assets and liabilities denominated in foreign currencies are translated
         at month-end exchange rates. Gains and losses resulting from foreign
         currency transactions are calculated using daily exchange rates and are
         included in the accompanying statements of operations.

         U.S. GOVERNMENT OBLIGATIONS
         ---------------------------

         The Partnership invests a varying amount of its assets in U.S. Treasury
         bills. A portion of such bills is held in commodity trading accounts
         and used to fulfill margin requirements. U.S. Treasury bills, with
         varying maturities through December 1997, are valued in the statements
         of financial condition at original cost plus accrued discount which
         approximates the market value. These bills had a face 

 
         value of $7,500,000 and $9,000,000 (cost $7,268,344.71 and $8,548,403)
         at September 30, 1997 and December 31, 1996.

(3)      CAPITAL ACCOUNTS
         ----------------

         Each partner, including the General Partner, has a capital account with
         an initial balance equal to the amount such partner paid for its units.
         The Partnership's net assets are determined monthly, and any increase
         or decrease from the end of the preceding month is added to or
         subtracted from the capital accounts of the partner based on the ratio
         that each capital account bears to all capital accounts as of the
         beginning of the month. The number of units held by the TIC 401(k) Plan
         will be restated as necessary for management and incentive fees
         attributable to units held at the beginning of each month by the TIC
         401(k) Plan to equate the per unit value of the TIC 401(k) Plan's
         capital account with the Partnership's per unit value.

(4)      REDEMPTION OF UNITS
         -------------------

         At each quarter-end, units are redeemable at the discretion of each
         limited partner. Redemption of units in $1,000 increments or a full
         redemption of all units are made at 100% of the net asset value per
         unit effective as of the last business day of any quarter as defined in
         the Limited Partnership Agreement. However, monthly redemptions have
         been required in the case of employee resignations. Partial redemptions
         of units which would reduce the net asset value of a limited partner's
         unredeemed units to less than the minimum investment then required of
         new limited partners or such partner's initial investment, whichever is
         less, will be honored only to the extent of such limitation.

(5)      INCOME TAXES
         ------------

         No provision for income taxes has been made in the accompanying
         financial statements. Partners are responsible for reporting income or
         loss based upon their respective shares of revenue and expenses of the
         Partnership.

(6)      RELATED PARTY TRANSACTIONS
         --------------------------

         The General Partner, due to its relationship with its affiliates and
         certain other parties, may enter into certain related party
         transactions.

         Bellwether Partners LLC ("BPL"), a Delaware limited liability company
         and an affiliate of the General Partner, is the Partnership's spot and
         forward contract counterparty. The Partnership typically has on deposit
         with BPL, as collateral for forward contract transactions, no more than
         20% of the Partnership's net assets. Effective August 1, 1995, BPL
         ceased receiving commissions for transacting the Partnership's foreign
         exchange forward and commodity contracts.

         Bellwether Futures LLC ("BFL"), a Delaware limited liability company,
         formerly Bellwether Futures Corporation is an affiliate of the General
         Partner and is qualified to do business in Illinois. Effective January
         1, 1996, BFL ceased collecting give-up 

 
         fees from the Partnership as compensation for managing the execution of
         treasury bond futures by floor brokers on the Chicago Board of Trade.

         TIC, an affiliate of the General Partner, receives incentive and
         management fees as compensation for acting as the Partnership's trading
         advisor (see Note 2).

(7)      FINANCIAL INSTRUMENTS WITH OFF BALANCE SHEET RISK AND CONCENTRATION OF
         ----------------------------------------------------------------------
         CREDIT RISK
         -----------

         The Partnership is a party to financial instruments with elements of
         off-balance sheet credit and market risk in excess of the amount
         recognized in the statements of financial condition through its trading
         of financial futures, forwards, swaps and exchange traded and
         negotiated over-the-counter option contracts.

         Exchange traded futures contracts are marked to market daily, with
         variations in value settled on a daily basis with the exchange upon
         which they are traded and with the futures commission merchant through
         which the commodity futures and options are executed. The Partnership
         has not taken or made physical delivery on futures contracts. The
         forward contracts are generally settled with the counterparty at least
         two business days after the trade.

         At September 30, 1997 and December 31, 1996, the Partnership held
         financial instruments with the following approximate aggregate notional
         value (000's omitted):

                                               September 30,    December 31, 
                                                   1997           1996   
                                               -------------    -----------
Exchange Traded Contracts:
- --------------------------
Interest Rate Futures and Option Contracts
- ------------------------------------------
     Domestic                                    $ 52,723         $    565  
     Foreign                                      157,732           28,977  
                                                                            
Foreign Exchange Contracts                                                  
- --------------------------
     Financial Futures Contracts                    6,793            1,673  
     Forward Currency Contracts                    15,587            3,399  
                                                                            
Equity Index Futures                                                        
- --------------------
     Domestic                                       5,763             --    
     Foreign                                          467              505  
                                                 --------         --------  
                                                                            
Total                                            $239,065         $ 35,119  
                                                 ========         ========  

 
At September 30, 1997 and December 31, 1996, there were no swaps outstanding.
Notional amounts of these financial instruments are indicative only of the
volume of activity and should not be used as a measure of market and credit
risk. The various financial instruments held at September 30, 1997 and December
31, 1996 mature through, or matured on, the following dates:

                                                September 30,     December 31,
                                                    1997             1996
                                                -------------     ------------
                        
Interest Rate Futures and Option Contracts          June 1999      March 1997
Foreign Exchange Contracts                         March 1998       June 1997
Equity Index Futures                            December 1997      March 1997


The following table summarizes the quarter-end and the average assets and
liabilities during the quarter resulting from unrealized gains and losses on
derivative instruments included in the statement of financial condition based on
month-end balances (in thousands):

                                     Assets                   Liabilities    
                                  ---------------------- ----------------------
                                  September 30,          September 30,         
                                      1997       Average     1997       Average
                                  -------------  ------- -------------  ------- 
Exchange Traded Contracts:                                                     
- --------------------------                                                     
Interest Rate Contracts                                                        
- -----------------------                                                        
     Domestic                           95          26          --         14  
     Foreign                             3          69           1         30  
                                                                               
Foreign Exchange Contracts               5          27          73         27  
- --------------------------                                                     
                                                                               
Equity Index Futures                                                           
- --------------------                                                           
     Domestic                           --          57           9         10  
     Foreign                             3          47           5          2  
                                                                               
Over-the-Counter Contracts:                                                    
- ---------------------------                                                    
     Forward Currency Contracts         --          17          --          9  
                                  -------------  ------- -------------  -------

       Total                           106         243          88         92  
                                  =============  ======= =============  ======= 

 
Net trading gains and losses from strategies that use a variety of derivative
financial instruments are recorded in the statements of operations. The
following table summarizes the components (in thousands) of trading gains and
losses, net of commissions and fees, for the three and nine months ended
September 30, 1997 and 1996.


 
 
                                                     Three Months Ended                Nine Months Ended
                                                        September 30,                    September 30,
                                                     -----------------                 ----------------
                                                    1997            1996             1997            1996
                                                 -----------    -------------    ------------    ------------ 

                                                                                      
Interest Rate Futures and Option Contracts
- ------------------------------------------
     Domestic                                       $   346       $    58           $   745       $   730           
     Foreign                                             23          (167)              314          (414)          
                                                                                                                    
Foreign Exchange Contracts                             (148)         (198)              254           630           
- --------------------------                                                                                          
                                                                                                                    
Equity Index Futures                                                                                                
- --------------------                                                                                                               
     Domestic                                          (203)         (147)             (126)         (456)          
     Foreign                                            155           (76)              190           526           
                                                                                                                    
Over-the-Counter Contracts                              183            22               344           128           
- --------------------------                                                                                          
                                                                                                                    
Non-Derivative Financial Instruments                   (166)          (30)              339           (94)          
- ------------------------------------                                                                                
                                                                                                                    

       Total                                        $   190       $  (538)          $ 2,060       $ 1,050           
                                                 ===========    =============    ============   ============= 

 

In general, exchange traded futures and option contracts possess low credit risk
as most exchanges act as principal to a futures commission merchant ("FCM") on
all commodity transactions. Furthermore, most global exchanges require FCM's to
segregate client funds to insure ample customer protection in the event of an
FCM's default. The Partnership monitors the creditworthiness of its FCM's and
counterparties and, when deemed necessary, reduces its exposure to these FCM's
and counterparties. The Partnership's exposure to credit risk associated with
the non-performance of these FCM's and counterparties in fulfilling contractual
obligations can be directly impacted by volatile financial markets. A
substantial portion of the Partnership's open financial futures positions were
transacted with major international FCM's. BPL is the Partnership's spot and
forward contract counterparty (see Note (6) above). Notwithstanding the risk
monitoring and credit review performed by the Partnership with respect to its
FCM's and counterparties, including BPL, there always is a risk of
non-performance.

The Partnership's exposure to credit risk associated with the non-performance of
these counterparties in fulfilling contractual obligations can be directly
impacted by volatile financial markets.

Generally, financial contracts can be closed out at the discretion of the
trading advisor. However, an illiquid market could prevent the close-out of
positions.

 
ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF
- -------  -------------------------------------
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
         ---------------------------------------------
         The Partnership commenced operations on July 2, 1990. Following the
         closing of the initial offering period, the Partnership had 37 Limited
         Partners who subscribed for 421 units for $421,000. In addition, the
         General Partner purchased 400 units of general partnership interest for
         $400,000. The Partnership had additional subscriptions of $276,034 and
         redemptions of $175,139 during the quarter ended September 30, 1997
         (the "Current Quarter"). From its inception through October 1, 1997,
         the Partnership received total Limited Partner contributions of
         $15,038,923 and had total withdrawals of $10,413,246. In addition, the
         General Partner contributed $1,900,000 since inception. The General
         Partner redeemed $2,000,000 on March 31, 1994 and $1,400,000 on
         December 31, 1996. The General Partner's equity in the Partnership as
         of September 30, 1997 was approximately $750,000, representing
         approximately 6% of the Partnership's equity. At October 1, 1997, the
         Partnership had a total of 100 Limited Partners.

         As further specified in the Limited Partnership Agreement, dated May
         22, 1996, the Partnership may accept investments from certain employee
         benefit plans to the extent that such investment does not exceed 25% of
         the aggregate value of outstanding units, excluding units held by the
         General Partner and its affiliates. On August 1, 1995, the Partnership
         accepted an investment of $99,306 from the Tudor Investment Corporation
         401(k) Savings & Profit-Sharing Plan (the "TIC 401(k) Plan"), a
         qualified plan organized for the benefit of employees of TIC and
         certain of its affiliates. From its inception through October 1, 1997,
         the Partnership has received a total of $1,061,125 in contributions
         from the TIC 401(k) Plan. The TIC 401(k) Plan's equity in the
         Partnership as of October 1, 1997 was approximately $1,300,000,
         representing approximately 10.6% of Partnership equity or approximately
         13.2% excluding units held by the General Partner and its affiliates.
         TIC has waived its right to receive management and incentive fees
         attributable to units held by the TIC 401(k) Plan. The number of units
         of limited partnership interest held by the TIC 401(k) Plan will be
         restated as necessary to equate the per unit value of the TIC 401(k)
         Plan's capital account with the Partnership's per unit value.
         Furthermore, BPL ceased charging commissions for transacting the
         Partnership's foreign exchange spot and forward and commodity forward
         contracts.

(1)      LIQUIDITY
         ---------

         The Partnership's assets are deposited and maintained with BPL, banks
         or in trading accounts with clearing brokers, and are used by the
         Partnership as margin and collateral to engage in futures, option, and
         forward contract trading. The Partnership invests in U.S. Government
         obligations approved by the various contract markets to fulfill initial
         margin requirements. As of September 30, 1997 and December 31, 1996,
         U.S. Government obligations with varying maturities through December
         1997 represented approximately 59% and 72% of the total assets of the
         Partnership. The percentage that U.S. Government obligations bear to
         the total assets varies daily and monthly, as the market value of
         commodity interest contracts changes, as Government obligations are
         purchased or mature, and as the Partnership sells or redeems units of
         Partnership interest. Since the Partnership's sole purpose is to trade
         in futures, option, and forward contracts, and other commodity 

 
         interest contracts, it is anticipated that the Partnership will
         continue to maintain substantial liquid assets for margin purposes.
         Interest income for the Current Quarter was $152,327, compared to
         $142,524 during the quarter ended September 30, 1996. This increase was
         due to an increase in the Partnership's assets.

         In the context of the commodity or futures trading industry, cash and
         cash equivalents are part of the Partnership's inventory. Cash
         deposited with banks represents approximately 25% and 18% of the
         Partnership's assets as of September 30, 1997 and December 31, 1996.
         The cash and U.S. Government obligations held at clearing brokers and
         banks at quarter-end satisfy the Partnership's need for cash on both a
         short term and long term basis.

         Since futures contract trading generates a significant percentage of
         the Partnership's income, any restriction or limit on that trading may
         render the Partnership's investment in futures contracts illiquid. Most
         U.S. commodity exchanges limit fluctuations in certain commodity
         futures and options contract prices during a single day by regulations
         referred to as a "daily price fluctuation limit" or "daily limit."
         Pursuant to such regulations, during a single trading day, no trade may
         be executed at a price beyond the daily limits. If the price for a
         contract has increased or decreased by an amount equal to the "daily
         limit," positions in such contracts can neither be taken nor liquidated
         unless traders are willing to effect trades at or within the limit.
         Commodity interest contract prices have occasionally moved the daily
         limit for several consecutive days with little or no trading. Such
         market conditions could prevent the Partnership from promptly
         liquidating its commodity interest contract positions and impose
         restrictions on redemptions.

(2)      CAPITAL RESOURCES
         -----------------

         The Partnership does not have, nor does it expect to have, any fixed
         assets. Redemptions and additional sales of units in the future will
         affect the amount of funds available for investments in commodity
         interest contracts in subsequent periods.

         The Partnership is currently open to new investments which can be made
         on a quarterly basis. Such investments are limited to existing and
         future employees of TIC and certain of its affiliates and certain
         employee benefit plans, including, but not limited to, the TIC 401(k)
         Plan.

(3)      RESULTS OF OPERATIONS
         ---------------------

         As of September 30, 1997 and 1996, the Net Asset Value per unit was
         $3,813.64 and $3,206.33 For the nine months ended September 30, 1997,
         the Partnership had a gain of 21.59% or $677.18 per unit, compared to a
         gain of 11.96% or $342.58 per unit for the nine months ended September
         30, 1996. For the Current Quarter, the partnership had a gain of 2.05%
         or $76.63 per unit, compared to a loss of (4.11%) or ($137.41) per unit
         for the three months ended September 30, 1996.

 
         Net trading gains and losses from strategies that use a variety of
         derivative financial instruments are recorded in the statements of
         operations. The following table summarizes the components (in
         thousands) of trading gains and losses, net of commissions, for the
         three and six months ended September 30, 1997 and 1996.

 
 
                                                   Three Months Ended         Nine Months Ended
                                                     September 30,              September 30,
                                                   ------------------         -----------------
                                                   1997          1996         1997         1996
                                                   ----          ----         ----         ----
                                                                              
Interest Rate Futures and Option Contracts
- ------------------------------------------
     Domestic                                   $   346       $    55       $   745       $   730
     Foreign                                         23          (167)          314          (414)

Foreign Exchange Contracts                         (148)         (198)          254           630
- --------------------------

Equity Index Futures
- --------------------
     Domestic                                      (203)         (147)         (126)         (456)
     Foreign                                        155           (76)          190           526

Over-the-Counter Contracts                          183            22           344           128
- --------------------------

Non-Financial Derivative Instruments               (166)          (30)          339           (94)
- ------------------------------------

                                                -------       -------       -------       -------
       Total                                    $   190       $  (538)      $ 2,060       $ 1,050
                                                =======       =======       =======       =======

 

         Since the Partnership is a speculative trader in the commodities
         markets, current year results are not comparable to previous year's
         results. The Partnership's net trading gains and losses represent a
         positive return on average net assets of 1.52% for the Current Quarter
         compared to a negative return of 4.87% for the three months ended
         September 30, 1996. The Partnership's net trading gains represent a
         positive return on average net assets of 17.51% for the nine months
         ended September 30, 1997 compared to a positive return of 9.76% for the
         nine months ended September 30, 1996. Brokerage commissions and fees
         were .3% and .2% of average net assets for the quarters ended September
         30, 1997 and 1996 and 1.3% and .9% for the nine months ended September
         30, 1997 and 1996.

         Professional fees and other expenses during the Current Quarter ended
         September 30, 1997 remained stable as compared to the quarter ended
         September 30, 1996.

         Incentive fees are paid quarterly based on Net Trading Profits as
         described further in the Limited Partnership Agreement. For the nine
         months ended September 30, 1997 and 1996, incentive fees were 7.9% and
         14.8% of trading gains, net of commissions and fees. Trading losses of
         $866,300 which were incurred during the last six months of 1996
         resulted in lower incentive fees as a percentage of Trading Profits
         during the first six months of 1997 because trading losses need to be
         recouped by the Partnership prior to the Partnership's payment of
         incentive fees to the Trading Advisor.

 
         Inflation is not expected to be a major factor in the Partnership's
         operations, except that traditionally the commodities markets have
         tended to be more active, and thus potentially more profitable during
         times of high inflation. Since the commencement of the Partnership's
         trading operations in July 1990, inflation has not been a major factor
         in the Partnership's operations.

                           PART II OTHER INFORMATION

ITEM 2   CHANGES IN SECURITIES AND USE OF PROCEEDS
- ------   -----------------------------------------

         The effective date of the registration statement of the Partnership was
         June 22, 1990. 10,000 units of Limited Partnership interest ("Units")
         were offered at a price of $1,000 per Unit and 421 Units were sold on
         July 2, 1990 in the initial offering. The remaining Units are being
         offered on a continuous basis (the "Continuing Offering") at quarterly
         closings (each a "Closing"). Cargill Investor Services, Inc. acts as
         the managing underwriter. All of the net proceeds from the Continuing
         Offering are used by the Partnership for working capital purposes.

         During the Continuing Offering, Units are sold at 100% of the "Net
         Asset Value" of a Unit (as defined in the Partnership's Limited
         Partnership Agreement) as of the opening of business on the date of the
         applicable Closing. Through October 1, 1997, an aggregate of
         $15,038,923 of Units had been sold.

         The General Partner initially paid all of the organizational costs of
         the Partnership which included all expenses incurred in connection with
         and directly and indirectly relating to the formation, qualification
         and registration of the Partnership and the Units, the preparation of
         the initial registration statement and prospectus relating to the
         Partnership and the Units and the initial offering, distribution and
         processing of the Units under applicable federal and state law. Such
         costs aggregated $183,220 ($55,000 of organizational costs and $128,220
         of initial offering costs). Of such amounts, the Partnership reimbursed
         the General Partner for $48,200 of organizational costs and $106,728 of
         initial offering costs.

 
                                   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.



     TUDOR FUND FOR EMPLOYEES L.P.             
                                               
     By:      Second Management LLC,           
              General Partner                  
                                               
     By:      /s/ Mark F. Dalton               
              ------------------               
              Mark F. Dalton,                  
              President and Chief              
              Operating Officer of the         
              General Partner                  
                                               
     By:      /s/ Mark Pickard                 
              ----------------                 
              Mark Pickard,                    
              Vice President and               
              Chief Financial Officer of the   
              General Partner                   

November 14, 1997