SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended March 31, 2004

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the transition period from ______________ to ______________

Commission file number ____333-85755______

                 Bromwell Financial Fund, Limited Partnership
                 --------------------------------------------
            (Exact Name of Registrant as Specified  in Its Charter)

Delaware                                              51-0387638
- -------                                               ----------
(State or Other Jurisdiction of                       (I.R.S. Employer
Incorporation or Organization)                        Identification No.)

5916 N. 300 West, Fremont, IN 46737
- ------------------------------------------------------------------
(Address of Principal Executive Offices)               (Zip Code)

Registrant's Telephone Number, Including Area Code (260) 833-1505
- ------------------------------------------------------------------------
Former Name, Address and Fiscal Year, if Changed, Since Last Report
No such changes occurred

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 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       X       No

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
and Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Yes              No

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

<page>

                         Part 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements.

The reviewed financial statements for the Registrant for the third quarter
ended March 31, 2004, and audited results for the calendar year 2003 are
attached hereto and made a part hereof.

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.

During the past quarter and in the future, Registrant, did and will, pursuant
to the terms of the Limited Partnership Agreement, engage in the business of
speculative trading of commodity futures and options markets through the
services of its commodity trading advisor, Fall River Capital, LLC.

The Units are sold through the broker dealer selected by the General Partner,
Futures Investment Company, at the Net Asset Value per Unit as of the close
of business on the last day of the month in which subscriptions are received
by the General Partner.

The Registrant filed post-effective amendment no. 8 to its Registration
Statement on February 18, 2004 to disclose a reduction in the brokerage
commissions from 8% to 4% and to establish a continuing service fee of 4% to
be paid by the Fund.

The Registrant will continue to offer Units for sale to the public via its
prospectus dated March 9, 2004, submitted via post-effective amendment no. 8,
until the total amount of registered securities, $7,000,000, is sold or the
offering terminates.

To obtain a return of invested capital or appreciation, if any, purchasers of
Units must look solely to the redemption feature of the Partnership or to the
General Partner, in its sole judgment, to elect to make distributions.  There
is no current market for the Units sold and none is expected to develop nor
is the General Partner expected to make distributions.

                          Part II - OTHER INFORMATION

Item 1.  Legal Proceedings

None

Item  2.  Changes in Securities

None

Item 3.  Defaults Upon Senior Securities

None

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

None

<page>

Item 5.  Other Information

None.

Item 6.  Exhibits and Reports on Form 8-K

(a)  None

(b)  None

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-Q for the
period ended March 31, 2004, to be signed on its behalf by the undersigned,
thereunto duly authorized.

Registrant:                      Bromwell Financial Fund, Limited Partnership
                                 By Belmont Capital Management, Incorporated
                                 Its General Partner


                                 By: /s/ Michael P. Pacult
                                     Mr. Michael Pacult
                                     Sole Director, Sole Shareholder,
                                     President, and Treasurer of the
                                     General Partner
Date: May 20, 2004



<page>

                            BROMWELL FINANCIAL FUND,
                              LIMITED PARTNERSHIP
                        (A Delaware Limited Partnership)

                         INDEX TO FINANCIAL STATEMENTS


                                                                    Page

Accountants' Review Report                                           F-2

Financial Statements

  Balance Sheets as of March 31, 2004 and December 31, 2003          F-3

  Schedules of Investments as of March 31, 2004 and
   December 31, 2003                                              F-4 - F-7

  Statements of Operations for the Three Months Ended
   March 31, 2004 and 2003                                           F-8

  Statements of Partners' Equity for the Three Months Ended
   March 31, 2004 and 2003                                           F-9

  Statements of Cash Flows for the Three Months Ended
   March 31, 2004 and 2003      F-10

  Notes to Financial Statements                                  F-11 - F-16



























                                      F-1

<page>

                            Frank L. Sassetti & Co.

                          Certified Public Accountants


To The Partners
Bromwell Financial Fund, Limited Partnership
Dover, Kent County, Delaware


                              We have reviewed the balance sheet, including
the schedule of investments, of BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
as of March 31, 2004 and the related statements of operations, partners'
equity and cash flows for the three months ended March 31, 2004 and 2003.
These financial statements are the responsibility of the Partnership's
management.

                              We conducted our review in accordance with
standards established by the American Institute of Certified Public
Accountants.  A review of interim financial information consists principally
of applying analytical procedures to financial data and making inquires of
persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance with
auditing standards generally accepted in the United States, the objective of
which is the expression of an opinion regarding the financial statements
taken as a whole.  Accordingly, we do not express such an opinion.

                              Based on our review we are not aware of any
material modifications that should be made to the financial statements
referred to above for them to be in conformity with accounting principles
generally accepted in the United States.

                              We have previously audited, in accordance with
auditing standards generally accepted in the United States, the balance
sheet, including the schedule of investments, of BROMWELL FINANCIAL FUND,
LIMITED PARTNERSHIP as of December 31, 2003 and the related statements of
operations, partner's equity and cash flows for the year then ended (not
presented herein); and in our report dated February 3, 2004, we expressed an
unqualified opinion on these financial statements.  In our opinion, the
information set forth in the accompanying balance sheet as of December 31,
2003 is fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.


/s/ Frank L. Sassetti & Co.

May 18, 2004
Oak Park, Illinois





                6611 W. North Avenue * Oak Park, Illinois 60302
                  * Phone (708) 386-1433 * Fax (708) 386-0139
                                      F-2

<page>

                  BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
                        (A Delaware Limited Partnership)

                                 BALANCE SHEETS

                      MARCH 31, 2004 AND DECEMBER 31, 2003

                                     ASSETS

                                                     March 31,
                                                       2004      December 31,
                                                    (A Review)       2003

Equity in Commodity Futures Trading Accounts -
  Cash and cash equivalents                         $1,055,053   $  973,657
  Net unrealized gains on open commodity
   futures contracts                                    70,679       72,792
  Net unrealized gains on open commodity
  forward contracts                                     19,225        7,369

                                                     1,144,957    1,053,818

Cash                                                     5,647       22,397
Prepaid trading commissions                                514

                                                    $1,151,118   $1,076,215


                       LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES
  Partner redemptions payable                       $            $    7,405
  Accrued trading commissions payable                                 3,132
  Accrued management fees payable                        9,437        9,323
  Accrued incentive fees payable                        33,144        9,455
  Other accrued liabilities                              5,350       10,000

        Total Liabilities                               47,931       39,315


PARTNERS' CAPITAL
  Limited partners - (1257.32, and 1,257.32 units)   1,103,187    1,036,900
  General partner - (0 units)

        Total Partners' Capital                      1,103,187    1,036,900

                                                    $1,151,118   $1,076,215







                             See accompanying notes
                                      F-3

<page>


                  BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
                        (A Delaware Limited Partnership)

                            SCHEDULE OF INVESTMENTS

                                 MARCH 31, 2004
                                   (A Review)
Contracts                                                     Value   Percent

    United States Commodity Futures Positions, Held Long

2   May '04 Silver                                           $13,760   1.20%
3   May '04 New York Crude Oil                                (1,620) (0.14)
1   May '04 Unleaded Gas                                       1,134   0.10
1   May '04 Soybeans                                           9,500   0.83
1   May '04 Soybean Meal                                       6,630   0.58
3   May '04 Soybean Oil                                        3,328   0.29
4   May '04 Corn                                               9,100   0.79
6   Jun '04 Treasury Notes                                     3,140   0.27
1   Jun '04 British Pound                                        469   0.04
1   Jun '04 Canadian Dollars                                     960   0.08
6   Jun '04 Lean Hogs                                           (840) (0.07)
1   Jun '04 E-mini S&P 500                                     1,030   0.09
4   Apr '04 Gas/Oil                                              600   0.05
3   May '04 Brent Crude                                       (3,420) (0.30)

      Total United States Commodity Futures Positions         43,771   3.82

    Swiss Commodity Futures Positions, Held Long

1   Jun '04 GBP/CHF FX Cross Forward                            (277) (0.02)
13  Sep '04 3 Month Euroswiss                                  2,566   0.22

      Total Swiss Commodity Futures Positions                  2,289   0.20

    Canadian Commodity Futures Positions, Held Long

3   Sep '04 3 Month Bankers Acceptance                           342   0.03
7   Jun '04 Canadian Government Bond                          (3,195) (0.28)

      Total Canadian Commodity Futures Positions              (2,853) (0.25)

    Japanese Commodity Futures Positions, Held Long

13  Jun '04 Euroyen Tibor                                        156   0.01
4   Jun '04 Nikkei 225                                         6,152   0.54

      Total Japanese Commodity Futures Positions               6,308   0.55

    British Commodity Futures Positions, Held Long

2     Jun '04 FTSE 100 Index                                    (900) (0.08)

    Australian Commodity Futures Positions, Held Long

5   Jun '04 SPI 200 Equity Index Futures                        (668) (0.06)

                            See accompanying notes.
                                      F-4

<page>


                  BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
                        (A Delaware Limited Partnership)

                            SCHEDULE OF INVESTMENTS

                                 MARCH 31, 2004
                                   (A Review)

Contracts                                                     Value   Percent

    European Commodity Futures Positions, Held Long

7   Dec '04 3 Month Euribor                                   11,828   1.03
11  Jun '04 2 Year Bond                                        7,976   0.70
5   Jun '04 5 Year Bobl                                           61   0.01

      Total European Commodity Futures Position               19,865   1.74

      Total Commodity Futures Positions, Held Long            67,812   5.93


    British Commodity Futures Positions, Sold Short

3   Jun '04 EUR/GBP FX Cross Forward                           2,867   0.25

      Total Commodity Futures Sold Short                       2,867   0.25

    Net Commodity Futures Positions                           70,679   6.18

    United States Forward Positions, Held Long

3   Apr '04 Standard Lead                                      7,069   0.62
2   Apr '04 Zinc                                               3,075   0.27
3   Apr '04 Aluminum                                           6,787   0.59

      Total United States Forward Positions, Held Long        16,931   1.48

    United States Forward Positions, Sold Short

1   Apr '04 Standard Lead                                      1,700   0.15
1   Apr '04 Aluminum                                             594   0.05

      Total Forward Positions Sold Short                       2,294   0.20

    Net Forward Positions                                     19,225   1.68

    Cash in Trading Accounts                               1,055,053  92.15

      Total Investments                                   $1,144,957 100.00%





                            See accompanying notes.
                                      F-5

<page>


                  BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
                        (A Delaware Limited Partnership)

                            SCHEDULE OF INVESTMENTS

                               DECEMBER 31, 2003

Contracts                                                     Value   Percent

    United States Commodity Futures Positions, Held Long

2   Mar '04 Silver                                          $  7,000   0.66%
4   Feb '04 Gold                                               8,320   0.79
2   Feb '04 Unleaded Gas                                          (8) (0.00)
1   Mar '04 Soybeans                                             950   0.09
2   Mar '04 Soybean Meal                                       1,380   0.13
3   Mar '04 Soybean Oil                                        4,932   0.47
1   Mar '04 Euro FX                                            4,319   0.41
1   Mar '04 New Zealand Dollar                                   950   0.09
3   Mar '04 British Pound                                      9,862   0.94
1   Mar '04 Canadian Dollars                                     500   0.05
2   Mar '04 Swiss Franc                                        3,725   0.35
1   Mar '04 Japanese Yen                                        (488) (0.05)
2   Mar '04 Australian Dollar                                  2,560   0.24
2   Mar '04 E-mini NASDAQ                                      3,326   0.32
1   Mar '04 E-mini S&P 500                                     2,572   0.24
2   Jan '04 Taiwan Stock Index                                   640   0.06

      Total United States Commodity Futures Positions         50,540   4.79

    Swiss Commodity Futures Positions, Held Long

19  Jun '04 3 Month Euroswiss                                  6,549   0.62

    Canadian Commodity Futures Positions, Held Long

8   Jun '04 3 Month Bankers Acceptance                         4,046   0.38

    Japanese Commodity Futures Positions, Held Long

19  Mar '04 Euroyen Tibor                                        444   0.04

    British Commodity Futures Positions, Held Long

3   Mar '04 FTSE 100 Index                                     7,179   0.68

    Australian Commodity Futures Positions, Held Long

6   Mar '04 SPI 200 Equity Index Futures                       7,781   0.74

    European Commodity Futures Positions, Held Long

2   Jan '04 IBEX 35                                            7,200   0.68

      Total Commodity Futures Positions, Held Long            83,739   7.93

                            See accompanying notes.
                                      F-6

<page>


                  BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
                        (A Delaware Limited Partnership)

                            SCHEDULE OF INVESTMENTS

                               DECEMBER 31, 2003

Contracts                                                     Value   Percent

    United States Commodity Futures Positions, Sold Short

2   Mar '04 Coffee                                         $  (1,537) (0.15)%
17  Mar '04 Sugar                                              2,666   0.25
7   Feb '04 Lean Hogs                                         (2,590) (0.25)

      Total United States Commodity Futures Positions         (1,461) (0.15)

    British Commodity Futures Positions, Sold Short

1   Mar '04 Long Gilt                                         (4,373) (0.41)

    Swedish Commodity Futures Positions, Sold Short

3   Mar '04 EUR/SEK FX Cross Forward                          (5,113) (0.49)

      Total Commodity Futures Sold Short                     (10,947) (1.05)

    Net Commodity Futures Positions                           72,792   6.88

    United States Forward Positions, Held Long

5   Jan '04 Standard Lead                                     10,937   1.04
8   Jan '04 Zinc                                               8,400   0.80
1   Jan '04 Copper                                             4,750   0.45
5   Jan '04 Aluminum                                           7,094   0.67

      Total United States Forward Positions, Held Long        31,181   2.96

    United States Forward Positions, Sold Short

2   Jan '04 Lead                                              (5,174) (0.49)
6   Jan '04 Zinc                                              (9,600) (0.91)
1   Jan '04 Copper                                            (5,475) (0.52)
2   Jan '04 Aluminum                                          (3,563) (0.34)

      Total Forward Positions Sold Short                     (23,812) (2.26)

    Net Forward Positions                                      7,369   0.70

    Cash in Trading Accounts                                 973,657  92.42

      Total Investments                                   $1,053,818 100.00%



                            See accompanying notes.
                                      F-7

<page>


                  BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
                        (A Delaware Limited Partnership)

                            STATEMENTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (A Review)


                                                          2004      2003

INVESTMENT AND OTHER INCOME
  Interest income                                    $    2,080   $      865
  Redemption penalty                                                     304

       Total Income                                       2,080        1,169

EXPENSES
  Commissions                                             5,260       46,772
  Management fees                                         2,682       17,053
  Continuing service fees                                10,586
  Incentive fees                                         27,290
  Professional accounting and legal fees                 26,087       12,218
  Other operating and administrative expenses             2,460          147

       Total Expenses                                    74,365       76,190

       Net Investment Loss                              (72,285)     (75,021)

REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS
  Realized gain from trading futures                    130,076      192,261
  Realized gain/(loss) on exchange rate fluctuation        (179)
  Change in unrealized (loss) on
   open commodity futures contracts                      (2,113)    (105,038)
  Realized gain from trading options                                  46,788
  Realized gain from trading forward contracts            9,350
  Change in unrealized gain on forward contracts         11,856       13,612

       Total Realized and Unrealized Gain
        (Loss) on Investments                           148,990      147,623

NET INCOME                                           $   76,705   $   72,602

NET INCOME -
  Limited partnership unit                           $    61.01   $    40.19

  General partnership unit                           $            $






                            See accompanying notes.
                                      F-8

<page>


                  BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
                        (A Delaware Limited Partnership)

                         STATEMENTS OF PARTNERS' EQUITY

               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (A Review)




                                          2004                   2003
                                   Amount      Units      Amount      Units

Balance at December 31          $1,036,900   1,257.32  $1,649,988   1,815.19

Partner additions

Partner withdrawals                                      (141,550)   (148.05)

Syndication costs                  (10,418)

Net income                          76,705                 72,602

Balance at March 31             $1,103,187   1,257.32  $1,581,040   1,667.14





                                                         2004       2003

  Value per unit                                      $  877.41  $  948.35

  Total partnership units                              1,257.32   1,667.14



















                            See accompanying notes.
                                      F-9

<page>


                  BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
                        (A Delaware Limited Partnership)

                            STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (A Review)



                                                        2004       2003
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                        $   76,705  $   72,602
  Adjustments to reconcile net income to
   net cash provided by operating activities -
    Changes in operating assets and liabilities -
      Equity in Commodity Futures
       Trading Accounts                                 (9,743)    119,064
      Other assets                                        (514)     (4,218)
      Accrued commissions payable                       (3,132)        404
      Management and incentive fees payable             23,803       2,273
      Other payables and accruals                       (4,650)     (7,500)

         Net Cash Provided By
          Operating Activities                          82,469     182,625

CASH FLOWS FROM FINANCING ACTIVITIES
  Syndication costs                                    (10,418)
  Partner redemptions                                   (7,405)    (30,496)

         Net Cash Used In
          Financing Activities                         (17,823)    (30,496)

NET INCREASE IN CASH                                    64,646     152,129

CASH
  Beginning of period                                  996,054   1,598,216

  End of period                                     $1,060,700  $1,750,345

End of period cash and cash equivalents consists of:
  Cash and cash equivalents in broker
   trading accounts                                 $1,055,053  $1,748,033
  Cash                                                   5,647       2,312

                                                    $1,060,700  $1,750,345








                            See accompanying notes.
                                      F-10

<page>


                  BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
                        (A Delaware Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                            MARCH 31, 2004 AND 2003
                                   (A Review)

1.    NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

      Bromwell Financial Fund, Limited Partnership (the Fund) was formed
January 12, 1999 under the laws of the State of Delaware.  The Fund is
engaged in the speculative trading of futures contracts in commodities, which
commenced in July, 2000.  Belmont Capital Management, Inc. (Belmont)  and
Michael Pacult are the general partners and commodity pool operators (CPOs)
of the Fund.  The commodity trading advisor (CTA) is Fall River Capital, LLC
(previous to November 3, 2003, Ansbacher Investment Management, Inc. and
Mangin Capital Management, Inc. were the CTAs), which have the authority to
trade as much of the Fund's equity as is allocated to them by the General
Partner. The selling agent is Futures Investment Company (Futures), which is
controlled by Michael Pacult and his wife.

      Regulation - The Fund is a registrant with the Securities and Exchange
Commission (SEC) pursuant to the Securities and Exchange Act of 1934 (the
Act). The Fund is subject to the regulations of the SEC and the reporting
requirements of the Act. The Fund is also subject to the regulations of the
Commodities Futures Trading Commission (CFTC), an agency of the U.S.
government which regulates most aspects of the commodity futures industry,
the rules of the National Futures Association and the requirements of various
commodity exchanges where the Fund executes transactions. Additionally, the
Fund is subject to the requirements of futures commission merchants and
interbank market makers through which the Fund trades.

      Registration Costs - Costs incurred for the initial filings with the
Securities and Exchange Commission, Commodity Futures Trading Commission,
National Futures Association (the "NFA") and the states where the offering
was made were accumulated, deferred and charged against the gross proceeds of
offering at  the initial closing as part of the offering expenses.  The Fund
remains open to new partners and incurs costs required to retain the ability
to issue new units.  Such costs are treated in a similar manner.  Costs of
recurring annual and quarterly filings with regulatory agencies are expensed
as incurred.

      Revenue Recognition - Commodity futures contracts are recorded on the
trade date and are reflected in the balance sheet at the difference between
the original contract amount and the market value on the last business day of
the reporting period.

      Market value of commodity futures contracts is based upon exchange or
other applicable market best available closing quotations.

      Use of Accounting Estimates - The preparation of financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and reported amounts of revenues and
expenses during the reporting period.  Actual results could differ from these
estimates.
                                      F-11

<page>


                  BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
                        (A Delaware Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                            MARCH 31, 2004 AND 2003
                                   (A Review)

1.    NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

      Income Taxes - The Fund is not required to provide a provision for
income taxes. Income tax attributes that arise from its operations are passed
directly to the individual partners. The Fund may be subject to state and
local taxes in jurisdictions in which it operates.

      Statement of Cash Flows - For purposes of the Statement of Cash Flows,
the Fund considers only cash and money market funds to be cash equivalents.
As of the balance sheet dates, the Fund has no cash equivalents.  Net cash
used in operating activities includes no cash payments for interest or income
taxes for the three months ended March 31, 2004 and 2003.

      Foreign Currency Transactions - The Fund's functional currency is the
U.S. dollar; however, it transacts business in currencies other than the U.S.
dollar.  Assets and liabilities denominated in currencies other than U.S.
dollar are translated into U.S. dollars at the rates in effect at the date of
the statement of financial condition.  Income and expense items denominated
in currencies other than the U.S. dollar are translated into U.S. dollars at
the rates in effect at each month end.  Gains and losses resulting from the
translation to U.S. dollars are reported in income currently.

2.    GENERAL PARTNER DUTIES

      The responsibilities of the General Partner, in addition to directing
the trading and investment activity of the Fund, including suspending all
trading, includes executing and filing all necessary legal documents,
statements and certificates of the Fund, retaining independent public
accountants to audit the Fund, employing attorneys to represent the Fund,
reviewing the brokerage commission rates to determine reasonableness,
maintaining the tax status of the Fund as a limited partnership, maintaining
a current list of the names, addresses and numbers of units owned by each
Limited Partner and taking such other actions as deemed necessary or
desirable to manage the business of the Partnership.

      If the daily net unit value of the partnership falls to less than 50%
of  the highest value earned through trading, then the General Partner will
immediately suspend all trading, provide all limited partners with notice of
the reduction and give all limited partners the opportunity, for fifteen days
after such notice, to redeem partnership interests. No trading will commence
until after the lapse of the fifteen day period.

3.    THE LIMITED PARTNERSHIP AGREEMENT

      The Limited Partnership Agreement provides, among other things, the
following:

      Capital Account - A capital account shall be established for each
partner.  The initial balance of each partner's capital account shall be the
amount of the initial contributions to the partnership.
                                      F-12

<page>


                  BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
                        (A Delaware Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                            MARCH 31, 2004 AND 2003
                                   (A Review)

3.    THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED

      Monthly Allocations - Any increase or decrease in the Partnership's net
asset value as of the end of a month shall be credited or charged to the
capital account of each Partner in the ratio that the balance of each account
bears to the total balance of all accounts.

      Any distribution from profits or partners' capital will be made solely
at the discretion of the General Partners.

      Federal Income Tax Allocations - As of the end of each fiscal year, the
Partnership's realized capital gain or loss and ordinary income or loss shall
be allocated among the Partners, after having given effect to the fees and
expenses of the Fund.

      Subscriptions - Investors must submit subscription agreements and funds
at least five business days prior to month end. Subscriptions must be
accepted or rejected by the general partner within five business days. The
investor also has five business days to withdraw his subscription. Funds are
deposited into an interest bearing escrow account and will be transferred to
the Fund's account on the first business day of the month after the
subscription is accepted. Interest earned on the escrow funds will accrue to
the account of the investor.

      Redemptions - A limited partner may request any or all of his
investment be redeemed at the net asset value as of the end of a month. The
written request must be received by the general partner no less than ten
business days prior to a month end. Redemptions will generally be paid within
twenty days of the effective month end. However, in various circumstances due
to liquidity, etc. the general partner may be unable to comply with the
request on a timely basis. There are no fees for redemption.

4.    FEES

      Effective November 1, 2003, the Fund is charged the following fees:

      A management fee of 1% (annual rate) of the equity assigned to each
CTA, paid on a monthly basis and a 20% quarterly incentive fee on all new net
profits (as defined).

      A continuing service fee of 4% (annual rate) of the investment in the
Fund (as defined) will be paid to the selling agent.

      A $22 per round turn brokerage commission (from which brokerage
commissions will be paid to the futures commission merchant) and a 5%
quarterly incentive fee on all new net profits (as defined) will be paid to
the general partner. Effective March 1, 2004, the brokerage commission was
changed from $22 per round turn to a 4% (annual rate) of the equity deposit
for trading as a fixed annual brokerage commissions, paid on the monthly
basis.

      The General Partner has reserved the right to change the management fee
and the incentive fee at its sole discretion.
                                      F-13

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