STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                      FILED 09:00 AM 01/12/1999
                                                          991015601 - 2992035

                         Certificate Of Limited Partnership

                    BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP

NOW COMES, Belmont Capital Management, Incorporated, a Delaware corporation, as
General Partner, to certify and acknowledge the formation of Bromwell Financial
Fund, Limited Partnership, a Delaware Limited Partnership, to be effective upon
the date of this Certificate to evidence said formation witht the Secretary of
the State of Delware.

FIRST:  NAME

The name of the Limited Partnership is: Bromwell Financial Fund, Limited
Partnership

SECOND:  REGISTERED AGENT AND REGISTERED OFFICE

Corporate Systems Inc., 101 N. Fairfield Dr., Dover, DE 19901 (Kent County).

THIRD:  THE NAME AND ADDRESS OF THE SOLE GENERAL PARTNER

The sole General Partner is:  Belmont Capital Management, Incorporated, a
Delaware corporation, 101 N. Fairfield Drive, Dover, Delware 19901.

FOURTH:  THE PURPOSE OF THE FUND

The Fund shall act as the vehicle to acquire capital to be traded by one or more
professional commodity trading advisors and for any other purposes the Partners
may legally determine.  The Fund shall have initial capital of $2,000.  There
will be no other contribution to capital prior to the release of escrow pursuant
to the terms of the escrow agreement established pursuant to the terms of the
offering documents used to sell limited partnership units in the Fund.  The
terms of operation of the Fund shall be as stated in the Limited Partnership
Agreement, as may be amended, from time to time, pursuant to its terms, without
amendment to this Certificate.

WHEREFORE, this Certificate of Limited Partnership of Bromwell Financial Fund,
Limited Partnership, was signed by the sole General Partner for the purposes
stated herein on this 12th day of January, 1999.

                                     Belmont Capital Management, Incorporated


                                     By:  /s/ Shira Del Pacult
                                          Shira Del Pacult