1.   ORGANIZATION
AND SIGNIFICANT
ACCOUNTING
POLICIES:

Omega Overseas Partners, Ltd. (the "Fund") is an exempted company established under the laws of the Cayman Islands on October 24, 1991. The Fund's investment objective is to achieve above-average capital growth through investments in securities and other instruments including equities, equity-related securities, bonds and other fixed income securities, futures contracts and forward currency contracts. The Fund intends to hold a diversified portfolio of securities and to hedge this portfolio in order to seek to maximize returns while seeking to minimize risk.

These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which require the use of estimates which were approved by the board of directors. Actual results may differ from those estimates.

Investments in securities and securities sold short traded on a national securities exchange or listed on Nasdaq are valued at the last reported sales price on the last business day of the year. Investments in securities and securities sold short traded in the over-the-counter market and not listed on Nasdaq are valued at the last reported bid and ask prices, respectively. Securities traded on a national securities exchange or listed on Nasdaq for which there was no last reported sales price on the last business day of the year are valued at the bid price if held long and at the ask price if sold short on the last business day of the year. Futures contracts are valued at their last sales price. Securities for which market prices are not available are valued in good faith by the board of directors.

Purchases and sales of securities are recorded on a trade-date basis. Realized gains and losses on security transactions are based on the first-in, first-out, or the specific-identification method. Dividend income and dividends on securities sold short are recognized on the ex-dividend date.

Assets and liabilities denominated in foreign currencies are translated at year-end rates of exchange with the resulting gains and losses reflected in income. Purchases and sales of securities and income and expense items denominated in foreign currencies are translated on the respective dates of such transactions with the resulting gains and losses reflected in income.

The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

Under the current laws of the Cayman Islands, there is no income, estate, sales or other Cayman Islands taxes payable by the Fund or withholding taxes applicable to distributions by the Fund or on the redemption of shares of the Fund. Accordingly, no provision for such taxes is included in these financial statements.

The Fund defines cash equivalents as highly liquid investments with a maturity of three months or less.

1.      ORGANIZATION
AND SIGNIFICANT
ACCOUNTING
POLICIES (CON'T):

The industry classifications, which consist of securities traded primarily in the United States of America, included in the condensed schedule of investments, represent the Investment Manager's belief as to the most meaningful presentation of the classification of the Fund's investments.

Recent Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (the "FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. FIN 48 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition.

In December 2008, the FASB provided for a deferral of the effective date of FIN 48 for certain nonpublic enterprises to annual financial statements for fiscal years beginning after December 15, 2008. The Fund has elected this deferral and, accordingly, will be required to adopt FIN 48 in its 2009 annual financial statements. Prior to adoption of FIN 48, the Fund will continue to evaluate its uncertain tax positions and related income tax contingencies under Statement of Financial Accounting Standards ("SFAS") No. 5,Accounting for Contingencies ("SFAS No. 5"). SFAS No. 5 requires the Fund to accrue for losses it believes are probable and can be reasonably estimated. While management has not yet completed its analysis, it does not anticipate that the adoption of FIN 48 will have a material impact on its financial position or results of operations.

Recently Adopted Accounting Pronouncement

Effective January 1, 2008, the Fund adopted SFAS No. 157, Fair Value Measurements ("SFAS No. 157"), issued by the FASB. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined under SFAS No. 157 as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy under SFAS No. 157 are described below:

Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The types of investments in Level 1 include listed equities and listed derivatives.

1.      ORGANIZATION
AND SIGNIFICANT
ACCOUNTING
POLICIES (CON'T):

Level 2. Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly; and fair value is determined through the use of models or other valuation methodologies. Investments which are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement.

Level 3. Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation. Investments that are included in this category generally include equity and debt positions in private companies.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Fund's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. The following section describes the valuation techniques used by the Fund to measure different financial instruments at fair value and includes the level within the fair value hierarchy in which the financial instrument is categorized.

Investments in securities traded on a national securities exchange, or reported on the Nasdaq national market, are stated at the last reported sales price on the day of valuation. Fair value of exchange-traded contracts is based upon exchange settlement prices. Fair value of non-exchange-traded contracts is based on third-party quoted dealer values on the Interbank market. These financial instruments are classified as Level 1 in the fair value hierarchy.

Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are stated at the last quoted bid price, except for short sales positions, for which the last quoted asked price is used. Short-term notes are stated at amortized cost, which approximates fair value. These financial instruments are classified as Level 2 in the fair value hierarchy.

Restricted securities and other securities for which quotations are not readily available are valued at fair value as determined by management. Investments in investment funds are valued at fair value based on the applicable percentage ownership of the investment funds' net assets as of the measurement date, as determined by management. In determining fair value, management utilizes valuations provided by the investment funds. The investment funds value securities and other financial instruments on a fair value basis of accounting. The estimated fair values of certain investments of the investment funds, which may include private placements and other securities for which prices are not readily available, are determined by the Manager or sponsor of the respective investment funds and may not reflect amounts that could be realized upon