**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**            Washington, D.C. 20549**FORM 10-K/A****Amendment No.2****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE            SECURITIES EXCHANGE ACT OF 1934            For the fiscal year ended December 31, 2007            Commission File Number: 0-23529****RFMC WILLOWBRIDGE FUND, L.P.**            (Exact name of registrant as specified in its charter)

| **Delaware**                                                                                                                     | **22-2678474**                       |
|----------------------------------------------------------------------------------------------------------------------------------|--------------------------------------|
| (State or other jurisdiction of incorporation or                    organization)                                                | (I.R.S. Employer Identification No.) |
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| **4 Benedek Road                    Princeton, NJ 08540**                    (Address of principal executive offices) (Zip Code) |
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| **(609) 921-0717**                                                                                                               |
| (Registrant's telephone number, including area code)                                                                             |
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| 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) 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.x Yes      oNo

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

     Large accelerated filer o                  Accelerated filero     Non-accelerated filerx          Smaller reporting companyo

The Partnership's            limited partnership interests are not traded on any market and,            accordingly, do not have an aggregate market value.  As of February            28, 2008 the net asset value of the limited partnership interests of            the registrant held by non-affiliates of the registrant was            approximately $70,990,228.

            Explanatory Note: 

RFMC            Willowbridge Fund, L.P. (the "Partnership") is filing this Amendment            No. 2 on Form 10-K/A (this "Amendment") to its Annual Report on Form            10-K/A (Amendment No. 1) for the year ended December 31, 2007, which            was originally filed September 2, 2008 (the "Original Filing"), to            set forth Item 9a(T), which replaces Item 9a in its entirety in the            Original Filing. As disclosed below, Item 9a(T) sets forth            management's annual report on internal control over financial            reporting. The Item 9a(T) also revises management's conclusions            regarding the effectiveness of the Partnership's disclosure controls            and procedures as of December 31, 2007 solely as a result of its            failure to file management's annual report on internal control over            financial reporting in the Original Filing. This Amendment on Form            10-K/A also revises and updates the certifications in Exhibits 31.1            and 32.1. Except as otherwise stated herein, no other information            contained in the Original Filing has been updated by this Amendment            No. 2, and no disclosures have been updated to reflect events that            occurred at a later date. 

**Part II - Item            9a(T) — Controls and Procedures**

The            Partnership's disclosure controls and procedures are designed to            ensure that information required to be disclosed under the            Securities Exchange Act of 1934 is accumulated and communicated to            management, including the principal of the General Partner (who            serves as the principal executive officer and financial officer of            the Partnership), to allow for timely decisions regarding required            disclosure and appropriate SEC filings. The principal of the General            Partner (who serves as the principal executive officer and financial            officer of the Partnership) evaluated the effectiveness of the            design and operation of the Partnership's disclosure controls and            procedures (as defined in Rule 13(a)-15(e) under the Securities            Exchange Act of 1934, as amended), which are designed to ensure that            the Partnership records, processes, summarizes and reports in a            timely and effective manner the information required to be disclosed            in the reports filed with or submitted to the Securities and            Exchange Commission.

            Based upon that evaluation and solely because of the Partnership's            failure to file the required management's annual report on internal            control over financial reporting ("Report of Management") in its            Annual Report on Form 10-K when it was originally filed in March            2008, the General Partners has concluded that the Partnership's            disclosure controls and procedures were not effective in timely            alerting the General Partners to material information related to the            Partnership that is required to be included in our periodic filings            and the SEC. 

The            Partnership has remedied this failure in the effectiveness of its            disclosure controls and procedures by filing the required Report of            Management in this amendment to its Annual Report on Form 10-K. The            Partnership has also implemented additional controls and procedures            designed to ensure that the disclosures provided by the Partnership            of the applicable filing made under the Exchange Act.  Other than            the changes discussed in the immediately preceding sentence, there            were no other changes in the Partnership's internal controls during            the fourth quarter of 2007 that have materially affected or are            reasonably likely to affect the Partnership's internal control over            financial reporting.

            Management's Annual Report on Internal Control over Financial            Reporting

The            management of the General Partner (which is the principal of the            General Partner) is responsible for establishing and maintaining            adequate internal control over financial reporting by the            Partnership. The General Partner's internal control over financial            reporting is a process designed to provide reasonable assurance            regarding the reliability of financial reporting and the preparation            of financial statements for external purposes in accordance with            accounting principles generally accepted in the United States. The            Partnership's internal control over financial reporting includes            those policies and procedures that (i) pertain to the maintenance of            records that, in reasonable detail, accurately and fairly reflect            the transactions and dispositions of the assets of the Partnership;            (ii) provide reasonable assurance that transactions are recorded as            necessary to permit preparation of financial statements in            accordance with accounting principles generally accepted in the            United States, and that receipts and expenditures of the Partnership            are being made only in accordance with authorizations of management            of the Partnership; and (iii) provide reasonable assurance regarding            prevention or timely detection of unauthorized acquisition, use, or            disposition of the Partnership's assets that could have a material            effect on the financial statements.

            Because of its inherent limitations, internal control over financial            reporting may not prevent or detect misstatements. All internal            control systems, no matter how well designed, have inherent            limitations, including the possibility of human error and the            circumvention of overriding controls. Accordingly, even effective            internal control over financial reporting can provide only            reasonable assurance with respect to financial statement            preparation. Also, projections of any evaluation of effectiveness to            future periods are subject to the risk that controls may become            inadequate because of changes in conditions, or that the degree of            compliance with the policies or procedures may deteriorate.

            Management of the General Partner assessed the effectiveness of the            Partnership's internal controls over financial reporting as of            December 31, 2007. In making this assessment, management of the            General Partner used the framework established in Internal Control -            Integrated Framework issued by the Committee of Sponsoring            Organizations of the Treadway Commission ("COSO"). 

            Management's annual report does not include an attestation report of            the Partnership's registered public accounting firm regarding            internal control over financial reporting. Management's report was            not subject to attestation by the Partnership's registered public            accounting firm pursuant to temporary rules of the Securities and            Exchange Commission that permit the Partnership to provide only            management's report in this annual report.

**Part IV**

**ITEM 15. Exhibits and Financial Statement Schedules.**

Documents Filed as a Part of This Report.

1.  Certification pursuant to Section 302 of the            Sarbanes-Oxley Act of 2002.

2.  Certification pursuant to Section 906 of the            Sarbanes-Oxley Act of 2002. 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d)            of the Securities Exchange Act of 1934, RFMC Willowbridge Fund, L.P.            has duly caused this report to be signed on its behalf by the            undersigned, thereunto duly authorized.

RFMC WILLOWBRIDGE FUND, L.P.            By: Ruvane Fund Management Corporation            Its: General PartnerBy: /s/ Robert L. Lerner                   Robert L. Lerner, President, Principal Executive Officer and            Principal Financial Officer

Date: September 17, 2008