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, 1997

OR
____
/___/ 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.

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 17% 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 $96,767 invested as of December 31, 1997. The General Partner also
invested $20,000 directly into the Trading Company. The General Partner's
investment in the Trading Company was worth $21,076 at December 31, 1997.

-2-

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 17% was invested in the Trading Company and
approximately 83% 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, 1997, 1996, 1995 and 1994 and the period
ending December 31, 1993 are set forth under

"Item 6. Selected Financial Data."
-------------------------

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

(i) through (xii) - not applicable.

(xiii) - the Partnership has no employees.

(d) Financial information about foreign and domestic operations and export
----------------------------------------------------------------------
sales
-----
-4-

The Partnership does not engage in sales of goods or services. 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 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

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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. Through December 31, 1997 there were
redemption charges of $1,045 paid to the Partnership.

Holders. As of December 31, 1997 there were 51 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.
Except for the distribution referred to above, no other dividends have been made
or are contemplated.

(b) Not Applicable.

Item 6. Selected Financial Data
-----------------------

The following is a summary of operations and total assets of the
Partnership for the years ended December 31, 1997, 1996, 1995 and 1994 and the
period ended December 31, 1993. 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.

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For the Years Ended
-------------------------------------------------------------------------- Period Ended
December 31, 1997 December 31, 1996 December 31, 1995 December 31, 1994 December 31, 1993
----------------- ----------------- ----------------- ----------------- -----------------

Revenues:
Gain (loss) on trading of
Commodities Positions $ 330,164 $ (250,241) $1,205,872 $ (788,637) $ 938,021

Interest Income 202,467 408,523 519,388 570,942 574,525
Redemption income 0 0 0 0 1,045
Realized gain (loss) on U.S.
Treasury Strip Notes 14,148 69,419 (7,719) (87,300) 0
Unrealized gain (loss) on U.S.
Treasury Strip Notes 0 0 557,725 (557,725) 0
---------- ---------- ---------- ----------- -----------
Total revenue 546,779 227,701 2,275,266 (862,720) 1,513,591

Expenses:
Organizational Costs 0 0 0 0 226,925
Brokerage commissions
and fees 83,269 165,938 211,672 257,170 278,969
Management Fees 32,675 64,846 83,141 96,466 103,313
Incentive Fees 0 0 0 0 80,555
GP Fees 24,536 48,685 62,416 72,412 77,556
Operating Expenses 23,311 32,475 33,859 25,627 40,865
---------- ---------- ---------- ----------- -----------
Total Expenses 163,791 311,944 391,088 451,675 808,183
---------- ---------- ---------- ----------- -----------

Income (loss) before
allocation of Minority
Interest 382,988 (84,243) 1,884,178 (1,314,395) 705,408
Minority Interest
operating (income) loss ($7,391) 6,992 (11,213) 14,840 (4,304)
---------- ---------- ---------- ----------- -----------

Net income (loss) $ 375,597 $ (77,251) $1,872,965 $(1,299,555) $ 701,104
========== ========== ========== =========== ===========

Net income (loss)
allocated to
General Partner 10,813 (3) 19,503 (16,261) 7,422
========== ========== ========== =========== ===========

Net income (loss)
allocated to
Limited Partners 364,784 (77,248) 1,853,462 (1,283,294) (693,682)
========== ========== ========== =========== ===========

Net Income (loss)
per Unit
(for a Unit
outstanding
throughout the
year/period) 124.68 (.03) 227.14 (135.51) 61.85
========== ========== ========== =========== ===========

Total assets $2,724,165 $5,566,829 $8,652,018 $ 7,768,405 $12,029,362
========== ========== ========== =========== ===========

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 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

-7-

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 +$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.

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

-8-

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.

Operating results show a gain of $1,872,965 for the year ended
December 31, 1995. The Net Asset Value per Unit as of December 31, 1995 was
$1,071.24. The significant components comprising this aggregate gain were
attributable to the trading of futures and options, and the increase in the
value of bonds held in the guaranteed distribution pool. The net gain on
trading of futures and options was $1,205,872 (combined realized and unrealized)
for the year, with the most significant gains due to trading in the Standard &
Poor's 500 index contracts (+$361,943), U.S. Treasury Bond contracts
(+$166,285), 5-Year CBOT Note contracts (+$236,258), 10-Year Note contracts
(+$181,531), and 2-Year T-Note contracts (+$61,173); the remaining net gain of
$198,682 is the net result of smaller trading gains and losses in approximately
thirty-five other markets. The increase in market value of the bonds in the
guaranteed distribution pool totaled $550,006 (combined realized and
unrealized); the increase in accrued interest on same securities was $519,388.
The combined gain of these operating activities (+$2,275,266), less operating
expenses of $391,088, less the allocation of minority interest in the affiliated
Trading Company ($11,213), equals the total aggregate Partnership gain of
$1,872,965. Operating expenses were down from the prior year ($391,088 versus
$451,675) due to the downsizing of the Partnership through partner redemptions.

-9-

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 Partnership's
profitability.

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 General Partner is currently in the process of ensuring that all
of its computer systems are Year 2000 compliant. The General Partner anticipates
that it will be Year 2000 compliant by Spring 1999. The cost of addressing the
Year 2000 issue is expected to be immaterial. However, the failure of securities
exchanges, clearing organizations, vendors, clients or regulators to resolve
their own processing issues in a timely manner could result in a material
financial risk. The General Partner, not the Fund, will absorb all costs related
to adopting computer applications for the Year 2000.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
-----------------------------------------------------------

The required disclosure is included in the 1997 Annual Report,
Footnote 7.--Financial Instruments With Market and Credit Risks and
------------------------------------------------------
Concentrations of Credit Risk, a copy of which is filed herein as Exhibit 13(a).
- -----------------------------

Item 8. Financial Statements and Supplementary Data
--------------------------------------------

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

-10-

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 1997, 1996 and 1995 have been audited by
Arthur Andersen LLP.
PART III

Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------

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.

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."
--------------------------------

Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------

Security ownership of certain beneficial owners
-----------------------------------------------

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

-11-

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

Kosman Inc. 125.00 5.23%
190498 CR-G
Scottbluff, NE 69361

Betty C. LaRoe IRA Rollover 210.89 8.83%
P.O. Box 69
Terrell, TX 75160

James K. LaRoe IRA Rollover 217.82 9.12%
P.O. Box 69
Terrell, TX 75160

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 86.717 Unit-equivalents valued at $96,767 as of December
31, 1997, 3.63% of the Partnership's total equity. The General Partner also
owned a $21,076 interest in the Trading Company as of such date.

Changes in control
------------------

None.

Item 13. Certain Relationships and Related Transactions
----------------------------------------------

See "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
--------------------

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 information has been included in the
financial statements or the notes thereto.

-12-

(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.

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) 1997 Annual Report and Independent Auditors' Reports -- 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.

(b) Reports on Form 8-K
-------------------

The Partnership filed a report on Form 8-K dated November 10, 1995.

-13-

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, on March 30, 1998.

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

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 in the capacities and on the date indicated.

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

/s/ PAUL H. SAUNDERS Chairman and Chief March 30, 1998
- -------------------- Executive Officer
Paul H. Saunders (Principal Executive Officer
and Chief Operating Officer)

/s/ KEVIN M. BRANDT President, Treasurer and March 30, 1998
- -------------------- 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, 1998
of Registrant

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

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THE FOUR SEASONS FUND II L.P.
1997 FORM 10-K
INDEX TO EXHIBITS
-----------------

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

Exhibit 13(a) 1997 Annual Report and Independent
Auditors' Reports E-1

Exhibit 27 Financial Data Schedule

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