UNITED STATES

                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549


                                 FORM 10-Q



(X)    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934


               For the Quarterly Period Ended March 31, 1999

                                     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 No. 000-23529
                                 I.R.S. Employer Identification No.22-678474


                        THE WILLOWBRIDGE FUND L.P.
                          (a Delaware Corporation)
                              4 Benedek Road,
                        Princeton, New Jersey 08540

                           Telephone 609-921-0717



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  ________



<PAGE>

                         THE WILLOWBRIDGE FUND L.P.
                             INDEX TO FORM 10-Q


PART I - FINANCIAL INFORMATION

                                                                           Page
Item 1.   Unaudited Consolidated Financial Statements .......................3

          Statement of Financial Condition as of March 31, 1999 
          (unaudited) and December 31, 1998 .................................3

          Statement of Operations For the Three Months Ended March 31, 
          1999 and 1998 (unaudited)..........................................4

          Statement of Changes in Partners' Capital for the Three Months 
          Ended March 31, 1999 and 1998 (unaudited) .........................5

          Notes to Financial Statements for the Three Months Ended 
          March 31, 1999 (unaudited) and the Year Ended December 31, 1998....6

Item 2.   Management's Discussion and Analysis of Financial Condition and 
          Results of Operation...............................................7

Item 3.   Quantitative and Qualitative Disclosures About Market Risk........10

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.................................................11

Item 2.   Changes in Securities and Use of Proceeds.........................11

Item 3.   Defaults Upon Senior Securities...................................11

Item 4.   Submission of Matters to a Vote of Security Holders...............11

Item 5.   Other Information.................................................11

Item 6.   Exhibits and Reports on Form 8-K..................................11

Signatures




<PAGE>
<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

THE WILLOWBRIDGE FUND L.P.

STATEMENTS OF FINANCIAL CONDITION
AS OF MARCH 31, 1999 (unaudited) AND DECEMBER 31, 1998
-----------------------------------------------------------------------------------------------------------
                                                                           March 31,          December 31,
                                                                             1999                 1998

<S>                                                                     <C>                  <C>
ASSETS

EQUITY IN COMMODITY FUTURES TRADING ACCOUNT:
  Due from broker                                                       $ 23,066,310         $ 23,023,260
  Net unrealized appreciation on open futures contracts                    1,315,745              197,957
                                                                          ----------          -----------
                                                                          24,382,055           23,221,217 

CASH IN BANK                                                                  98,577              205,741

ACCOUNTS RECEIVABLE                                                           38,878               32,006
                                                                            --------             --------
TOTAL ASSETS                                                            $ 24,519,510         $ 23,458,964
                                                                         ===========          ===========

LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
  Redemptions payable                                                     $  303,535           $  269,771
  Accrued incentive fees                                                     181,524               85,182
  Advanced subscriptions                                                      71,714              161,822
  Accrued management fees                                                     59,882               59,116
  Other accrued expenses                                                      53,686               43,740
                                                                            --------             --------
                                                                             670,341              619,631
                                                                           ---------            ---------
PARTNERS' CAPITAL:
  Limited partners (5,406.177739 and 5,264.157985
  fully redeemable units at March 31, 1999 and 
  December 31, 1998, respectively)                                        22,541,369           21,765,943
  General partner (325.802698 and 271.650937 
  fully redeemable units at March 31, 1999 and 
  December 31, 1998, respectively)                                         1,307,800            1,073,390
                                                                          ----------           ----------
                                                                          23,849,169           22,839,333
                                                                          ----------           ----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL                                 $ 24,519,510         $ 23,458,964
                                                                         ===========          ===========
NET ASSET VALUE PER UNIT
(Based on 5,731.980437 and 5,535.808922 units
   outstanding at March 31, 1999 and 
   December 31, 1998, respectively)                                      $  4,160.72         $  4,125.74
                                                                          ==========          ==========




<PAGE>

<CAPTION>

THE WILLOWBRIDGE FUND L.P.

STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
----------------------------------------------------------------------------------------------------
                                                                            1999              1998

<S>                                                                   <C>              <C>
INCOME:
  Gains (losses) on trading of commodity futures, forwards
    and options:
    Realized losses on closed positions, net                          $  (481,979)     $  (1,574,846)
    Net change in unrealized gains (losses) on open futures,
     forwards and options                                               1,117,788            383,022
                                                                       ----------       ------------
           Total trading profits                                          635,809         (1,191,824)

  Interest income                                                         253,784            217,359
                                                                       ----------       ------------
           Total income (loss)                                            889,593           (974,465)
                                                                       ----------       ------------
EXPENSES:
  Management fees                                                         288,276            229,879
  Brokerage commissions                                                   235,530            171,311
  Incentive fees                                                           96,342               -
  Administrative expenses                                                  36,709             74,352
                                                                       ----------       ------------
           Total expenses                                                 656,857            475,542
                                                                       ----------       ------------

NET INCOME (LOSS)                                                     $   232,736       $ (1,450,007)
                                                                       ==========        ===========
NET INCOME (LOSS):

  Limited partners                                                    $   215,152       $ (1,384,798)
                                                                       ==========        ===========
  General partner                                                     $    17,584       $    (65,209)
                                                                       ==========        ===========
NET INCOME PER UNIT                                                   $     34.98       $    (266.80)
                                                                       ==========        ===========



<PAGE>

<CAPTION>

THE WILLOWBRIDGE FUND L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
--------------------------------------------------------------------------------------------------------------------------


                                                                                                                   Total
                                                General Partner                    Limited Partners              Partners'
                                             Units           Amount              Units          Amount            Capital
                                            -------------------------          -----------------------         -----------

<S>                                         <C>           <C>               <C>            <C>               <C>
PARTNERS' CAPITAL, DECEMBER 31, 1997        195.626712    $  680,879        5,036.432973   $  17,529,305     $  18,210,184

  Additions                                  54.746404       189,800          641.741999       2,148,882         2,338,682

  Redemptions                                    -             -             (309.440296)     (1,040,754)       (1,040,754)

  Net income                                     -           (65,209)              -          (1,384,798)       (1,450,007)
                                            ----------    ----------        ------------     -----------       -----------
PARTNERS' CAPITAL, MARCH 31, 1998           250.373116       805,470        5,368.734676      17,252,635        18,058,105
                                            ==========    ==========        ============     ===========       ===========

PARTNERS' CAPITAL, DECEMBER 31, 1998        271.650937     1,073,390        5,264.157985      21,765,943        22,839,333

  Additions                                  54.151761       216,826          465.411120       1,879,728         2,096,554

  Redemptions                                    -               -           (323.391366)    ( 1,319,454)       (1,319,454)

  Net income                                     -            17,584               -             215,152           232,736
                                            ----------    ----------        ------------     -----------       -----------
PARTNERS' CAPITAL, MARCH 31, 1999           325.802698   $ 1,307,800        5,406.177739   $  22,541,369     $  23,849,169
                                            ==========    ==========        ============     ===========       ===========

</TABLE>




<PAGE>

THE WILLOWBRIDGE FUND L.P.

NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 (unaudited)
AND THE YEAR ENDED DECEMBER 31, 1998
------------------------------------------------------------------------------

1.       GENERAL

The accompanying unaudited interim financial statements have been prepared
pursuant to the rules and regulations for reporting on Form 10-Q.
Accordingly, certain information and footnotes required by generally
accepted accounting principles for complete financial statements are not
included herein. Interim statements are subject to possible adjustments in
connection with the annual audit of the Partnership's financial statements
for the full year. In the Partnership's opinion, all adjustments necessary
for a fair presentation of these interim statements have been included and
are of a normal and recurring nature.

2.       ORGANIZATION

The Willowbridge Fund L.P. (the "Partnership"), a Delaware limited
partnership, was organized on January 24, 1986. The Partnership is engaged
in the speculative trading of commodity futures contracts, options on
commodities or commodity futures contracts and forward contracts. The
General Partner, Ruvane Investment Corporation ("General Partner"), is
registered as a Commodity Pool Operator and a Commodity Trading Advisor
with the Commodity Futures Trading Commission. The General Partner is
required by the Limited Partnership Agreement, as amended and restated (the
"Agreement") to contribute an amount equal to one percent of the aggregate
capital raised by the Partnership. The Agreement requires that all
subscriptions are subject to a one percent administrative charge payable to
the General Partner.

The Partnership shall end on December 31, 2006 or earlier upon withdrawal,
insolvency or dissolution of the General Partner or a decline of greater
than fifty percent of the net assets of the Partnership as defined in the
Agreement, or the occurrence of any event which shall make it unlawful for
the existence of the Partnership to be continued.

3.       SIGNIFICANT ACCOUNTING POLICIES

Due from Broker - Due from broker represents cash required to meet margin
requirements and excess funds not required for margin that are typically
invested in U.S. Treasury bills by the broker.

Revenue Recognition - Commodity futures, options and forward contract
transactions are recorded on the trade date and open contracts are
reflected in the financial statements at their fair value on the last
business day of the reporting period. The difference between the original
contract amount and fair value is reflected in income as an unrealized gain
or loss. Fair value is based on quoted market prices. All commodity
futures, options and forward contracts and financial instruments are
reflected at fair value in the financial statements.

Commissions - Prior to March 31, 1997, commission charges to open and close
contracts were expensed at the time the contract positions were opened.
Commencing April 1, 1997, commission charges were based on a percentage of
the net asset value of the Partnership at the beginning of the month.
As of March 31, 1999, the commission rate charged was 3.5 percent annually
of the net asset value of the Partnership.

<PAGE>

Statement of Cash Flows - The Partnership has elected not to provide a
statement of Cash Flows as permitted by Statement of Financial Accounting
Standard No 102, Statement of Cash Flows- Exemption of Certain Enterprises
and Classification of Cash Flows from Certain Securities Acquired for
Resale.

Allocation of Profits (Losses) and Fees - Net realized and unrealized
trading gains and losses, interest income and other operating income and
expenses are allocated to the partners monthly in proportion to their
capital account balance, as defined in the Agreement.

The General Partner was paid a management fee equal to one percent of the
net assets of the Partnership (as defined in the Agreement) as of the last
day of the previous fiscal year-end. Such fees amounted to $228,393 and
$182,103 in the three months ended March 31, 1999 and the year ended
December 31, 1998, respectively.

Willowbridge Associates, the Commodity Trading Advisor ("CTA") of the
Partnership is entitled to an incentive fee based on an increase in the
adjusted net asset value of the allocated assets of the Partnership. The
CTA receives 25% of any new profits, as defined in the Agreement. The term
"new profits" is defined as the increase, if any, in the adjusted net asset
value of the allocated assets. In addition, the Partnership pays the CTA a
quarterly management fee of 0.25% (1% per year) of the net asset value of
the Partnership.

The CTA rebates to the Partnership the incentive and management fees
incurred by certain partners including Willowbridge employees who are also
limited partners in the Partnership. Incentive and management fees are
presented in the Partnership's financial statements gross of any amounts
rebated by the CTA. The rebate to the Partnership is recorded on the
Partnership's financial statements as a capital contribution. The incentive
and management fees rebated to these partners in the three months ended
March 31, 1999 and the year ended December 31, 1998 were $20,501 and
$44,264, respectively.

Administrative Expense - Administrative expenses include professional fees,
bookkeeping costs, and other charges such as registration fees, printing
costs and bank fees.

Income Taxes - Income taxes have not been provided in the accompanying
financial statements as each partner is individually liable for taxes, if
any, on his/her share of the Partnership's profits.

Redemptions - Limited partners may redeem some or all of their units at net
asset value per unit as of the last business day of each month on at least
ten days written notice to the General Partner.

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 the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
these estimates.

Recently Issued Accounting Pronouncements - In June 1998, the Financial
Accounting Standards Board issued Statement of Financial Accounting
standard No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (the "Statement"). Such Statement is effective for fiscal years
commencing after June 15, 1999. The General Partner does not believe that
the Statement will have a significant effect on the financial statements of
the Partnership.

Certain reclassifications have been made to prior year amounts to conform
to the current year's presentation.


<PAGE>

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

General

The Willowbridge Fund L.P. (the "Partnership") is engaged in the
speculative trading of commodity futures contracts, options on commodities
or commodity futures contracts and forward contracts. The objective of the
Partnership is the appreciation of its assets through speculative trading.
Ruvane Investment Corporation is the general partner of the Partnership(the
"General Partner") and Willowbridge Associates Inc. is the Partnership's
trading advisor (the "Advisor").

The success of the Partnership is dependent upon the ability of the Advisor
to generate trading profits through the speculative trading of commodity
interests sufficient to produce capital payments after payment of all fees
and expenses. Future results will depend in large part upon the commodity
interests markets in general, the performance of the Advisor, the amount of
additions to and redemptions from the Partnership and changes in interest
rates. Due to the highly leveraged nature of the Partnership's trading
activity, small price movements in commodity interests may result in
in substantial gains or losses to the Partnership. As a result of these
factors, the Partnership's past performance is not indicative of future
results and any recent increases in net realized or unrealized gains may
have no bearing on any results that may be obtained in the future.

Until the close of business on May 1, 1998, the assets of the Partnership
were allocated evenly between the Advisor's Primary Progarm and the
Advisor's Mtech Trading Approach. The Primary Program consists of three
computer-based, quantitative trading systems. The Mtech Trading Approach is
a highly discretionary approach managed by Michael Y. Gan, the Executive
Vice President of the Advisor. Effective June 1, 1998, the General Partner
re-allocated all of the Partnership's assets to the Primary Program because
the Mtech Trading Approach experienced year-to-date losses of greater than
35%.

Results of Operations

Comparison of Three Months Ended March 31, 1999 and 1998

For the quarter ended March 31, 1999, the Partnership had trading profits
comprised of $481,979 of realized losses on closed positions, $1,117,788 in
net change in unrealized gains on open futures and options contracts and
$253,784 in interest income. For the same quarter in 1998, the Partnership
had trading losses comprised of $1,574,846 of realized losses on closed
positions, $383,022 in net change in unrealized gains on open futures and
options contracts and $217,359 in interest income.

In January 1999, trading was unprofitable in domestic financial instruments
and foreign currencies. The Partnership recorded a loss of $754,373 or
$132.99 per unit. In February 1999, trading was profitable in foreign and
domestic financial instruments, foreign currencies, and base metals. The
Partnership recorded a gain of $1,542,118 or $263.58 per unit. In March
1999, trading was unprofitable in European currencies, coffee and silver.
Profitable positions in foreign currencies, foreign financial instruments
and natural gas offset some losses. The Partnership recorded a loss of
$555,009 or $95.61 per unit.

In January 1998, trading was profitable in domestic and foreign financial
instruments, silver and food products. The Partnership recorded a gain of
$1,666,034 or $305.17 per unit. In February 1998, the Partnership recorded
its second worst month in its history. Trading losses were incurred in the
Japanese Yen, food products, grains and domestic financial instruments.
Profits were derived from silver. The Partnership recorded a loss of
$2,993,297 or $550.98 per unit. In March 1998, positions in the U.S. dollar
produced most of the gains, however, these were largely offset by losses in
domestic and foreign financial instruments, food products and grains. The
Partnership recorded a loss of $122,744 or $20.99 per unit.


<PAGE>

For the quarter ended March 31, 1999, the Partnership had expenses
comprised of $235,530 in brokerage commissions (including clearing and
exchange fees), $288,276 in management fees, $96,342 in incentive fees and
$36,709 in administrative expenses. For the same quarter in 1998, the
Partnership had expenses comprised of $171,311 in brokerage commissions
(including clearing and exchange fees), $229,879 in management fees and
$74,352 in administrative expenses. Brokerage commissions and management
fees vary primarily as a result of changes in assets under management.
Incentive fees are generated by quarterly profits. As assets under
management and quarterly profits increased in the three months ended March
31, 1999, as compared to the three months ended March 31, 1998, brokerage
commissions, management fees and incentive fees also increased for the
three month period. Administrative fees consist primary of legal and other
expenses relating to the Partnership's reporting requirements under the
Securities Exchange Act of 1934, as amended. The Partnership became subject
to such reporting requirements in April 1998.

As a result of the above, the Partnership recorded a gain of $232,736 or
$34.98 per unit for the quarter compared to a loss of $1,450,007, or
$266.80 per unit for the same quarter in 1998.

At March 31, 1999, the net asset value of the Partnership was $23,849,169
compared to its net asset value of $22,839,333 at December 31, 1998. The
net asset value per unit at March 31, 1999 was $4,160.72 compared to
$4,125.74 at December 31, 1998.

During the quarter, the Partnership had no credit exposure to a
counterparty that is a foreign commodities exchange or to any counterparty
dealing in over the counter contracts which was material.

Liquidity and Capital Resources

In general, the Advisor trades only those commodity interests that have
sufficient liquidity to enable it to enter and close out positions without
causing major price movements. Notwithstanding the foregoing, most United
States commodity exchanges limit the amount by which certain commodities
may move during a single day by regulations referred to as "daily price
fluctuation limits" or "daily limits." Pursuant to such regulations, no
trades may be executed on any given day at prices beyond daily limits. The
price of a futures contract occasionally has exceeded the daily limit for
several consecutive days, with little or no trading, thereby effectively
preventing a party from liquidating its position. While the occurrence of
such an event may reduce or eliminate the liquidity of a particular market,
it will not eliminate losses and may, in fact, substantially increase
losses because of the inability to liquidate unfavorable positions. In
addition, if there is little or no trading in a particular futures or
forward contract that the Partnership is trading, whether such illiquidity
is caused by any of the above reasons or otherwise, the Partnership may be
unable to liquidate its position prior to its expiration date, thereby
requiring the Partnership to make or take delivery of the underlying
interests of the commodity investment.

The Partnership's capital resources are dependent upon three factors: (a)
the income or losses generated by the Advisor; (b) the money invested or
redeemed by the limited partners; and (c) the capital invested or redeemed
by the General Partner.


<PAGE>

The Partnership sells limited partnership units to investors from time to
time in private placements pursuant to Regulation D of the Securities Act
of 1933, as amended. As of the last day of any month, a limited partner may
redeem all of its limited partnership units on 10 days' prior written
notice to the General Partner.

The General Partner must maintain a capital account in such amount as is
necessary for the General Partner to maintain a one percent (1%) interest
in the capital, income and losses of the Partnership. All capital
contributions by the General Partner necessary to maintain such capital
account balance are evidenced by units of general partnership interest,
each of which has an initial value equal to the net asset value per unit at
the time of such contribution. The General Partner may withdraw any excess
above its required capital contribution without notice to the limited
partners and may also contribute any greater amount to the Partnership.

Year 2000 Issues

Many of the world's computer systems currently record years in a two-digit
format. Such computer systems will be unable to properly interpret dates
beyond the year 1999, which could lead to business disruptions in the U.S.
and internationally (the "Y2K" problem). The Partnership use both the
Advisor and an administrator, Derivatives Portfolio Management, LLC (the
"Administrator") herein together the "Y2K Parties", to trade, record and
process transactions. The discussion below of the actions of the Y2K
Parties are based on their representations to the General Partner. As the
millennium approaches, the Y2K Parties have undertaken initiatives to
address the Year 2000 problem. The Y2K Parties believe that they have
identified and evaluated their internal Y2K problem and that they are
devoting sufficient resources to renovating technology systems that are not
already Year 2000 compliant. The Y2K Parties expect the renovation phase
(as discussed below), testing efforts and integration of the Year 2000
programs to be substantially completed by the end of the second quarter
1999.

The failure of the Y2K Parties' technology systems relating to a Y2K
problem would likely have a material adverse effect on the Partnership's
business, results of operations, or financial condition. This effect could
include disruption of normal business transactions, such as the execution,
processing, and recording of trades in commodities, currencies, and other
financial derivative instruments. The Y2K problem could also increase the
Partnership's exposure to risk and its need for liquidity.

To ensure that the Partnership's computer systems are Y2K compliant, a team
of information technology professionals have been preparing for the Y2K
problem. The Y2K Parties have reviewed each of their systems and programs
to identify those that contain two-digit year codes. The Y2K Parties have
assessed the amount of programming required to upgrade or replace each of
the affected programs with the goal of completing all relevant internal
software remediation and testing by the end of the second quarter of 1999.
In addition, the Y2K Parties are actively working with all their major
external counterparties and service providers to assess their compliance
efforts and exposure to them.

The Y2K Parties have defined the scope of the Y2K problem, including their
annual budgets and strategies, and determined the level of expert knowledge
required regarding particular systems or applications. They have developed
detailed inventories of applications and systems identifying the scope of
necessary renovations to each application or system and establishing a
conversion schedule. During the renovation phase, source codes were
actually converted, date fields were expanded or windowed (windowing is
used on an exception basis only), test data was prepared, and each system
or application was tested using a variety of Y2K scenarios.


<PAGE>

The Y2K Parties are validating that a renovated system is functionally the
same as the existing production version, that renovation has not introduced
defects, and that expanded or windowed date fields continue to handle
current dates properly. Steps have been taken and are ongoing to validate
that a system can run successfully in a Y2K environment. Finally, the Y2K
Parties are validating that a system can successfully interface with both
internal and external systems. These efforts will be continued through
1999.

The Y2K Parties continue to survey and communicate with parties with whom
they have important relationships that may be associated with information
technology Y2K problems, as well as parties that may be associated with
non-information technology Y2K problems, such as landlords. They are
unable, at this point, to ascertain whether all such third parties will
successfully address the Y2K problem, particularly parties outside the
U.S., where it is believed that remediation efforts relating to the Y2K
problem may be less advanced than in the U.S. The Y2K Parties will continue
to monitor third parties' Y2K readiness to determine whether additional or
alternative measures are necessary. Such measures may include the selection
of alternate third parties or other efforts designed to mitigate some of
the effects of a third party's noncompliance. In light of the
interdependency of the parties in or serving the financial markets there
can be no assurance that all Y2K problems will be identified and remediated
on a timely basis or that all remediation efforts will be successful. The
failure of certain exchanges, clearing organizations, vendors, clients, or
regulators to resolve their own processing issues in a timely manner could
have a material adverse effect on the Partnership's business, results of
operations, or financial condition.

The Partnership will not incur any material cost for Y2K expenditures and
such expenditures would not have an affect on the Partnership's results of
operations or financial condition. These costs are incurred by the Y2K
Parties, independently of each other. The Partnership has no contingency
plans in the event the Y2K Parties are unable to timely resolve their Y2K
problem.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

The Partnership is a commodity pool engaged in the speculative trading of
commodity futures contracts (including agricultural and non-agricultural
commodities, currencies and financial instruments), options on commodities
or commodity futures contracts, and forward contracts. The risk of market
sensitive instruments is integral to the Partnership's primary business
activities. The futures interests traded by the Partnership involve varying
degrees of related market risk. Such market risk is often dependent upon
changes in the level or volatility of interest rates, exchange rates,
and/or market values of financial instruments and commodities. Fluctuations
in related market risk based upon the aforementioned factors result in
frequent changes in the fair value of the Partnership's open positions,
and, consequently, in its earnings and cash flow. The Partnership accounts
for open positions on the basis of mark-to-market accounting principles. As
such, any gain or loss in the fair value of the Partnership's open
positions is directly reflected in the Partnership's earnings, whether
realized or unrealized. The Partnership's total market risk is influenced
by a wide variety of factors including the diversification effects among
the Partnership's existing open positions, the volatility present within
the markets and the liquidity of the markets. At varying times, each of
these factors may act to exacerbate or mute the market risk associated with
the Partnership. The following were the primary trading risk exposures of
the Partnership as of March 31, 1999, by market sector:


<PAGE>

         Interest Rate: Interest rate risk is the principal market exposure
         of the Partnership. Interest rate movements in one country as well
         as relative interest rate movements between countries materially
         impact the Partnership's profitability. The Partnership's primary
         interest rate exposure is to interest rate fluctuations in the
         United States and the other G-7 countries. The General Partner
         anticipates that G-7 interest rates will remain the primary market
         exposure of the Partnership for the foreseeable future.

         Currency: The Partnership's currency exposure is to exchange rate
         fluctuations, primarily in the following countries: England,
         Japan, Switzerland, Australia, Canada and United States.
         Additionally, the Partnership has exposure to countries comprising
         the Euro. These fluctuations are influenced by interest rate
         changes as well as political and general economic conditions. The
         General Partner does not anticipate that the risk profile of the
         Partnership's currency sector will change significantly in the
         future.

         Commodity: The Partnership's primary metals market exposure is to
         fluctuations in the price of gold, silver and copper. The
         Partnership also has commodity exposures in the price of soft
         commodities, which are often directly affected by severe or
         unexpected weather conditions. Coffee, cocoa and sugar accounted
         for the Partnership's primary soft commodities exposure as of
         March 31, 1999. Additionally, the Partnership has commodity
         exposures in soybeans, soymeal, soyoil, wheat and corn at March
         31, 1999 which are also affected by weather matters as well as
         seasonal supply and demand factors. The Partnership also has
         exposure in the primary energy commodities; namely crude oil,
         heating oil and natural gas. The price of these commodities is
         highly influenced by political conditions in the Middle East, as
         well as general supply and demand factors.

The Partnership measures its market risk related to its holdings of
commodity interests based on changes in interest rates, foreign currency
rates, and commodity prices utilizing a sensitivity analysis. The
sensitivity analysis estimates the potential change in fair values, cash
flows and earnings based on a hypothetical 10% change (increase and
decrease) in interest, currency and commodity prices. The Partnership used
March 31, 1999 market rates and prices on its instruments to perform the
sensitivity analysis. The sensitivity analysis has been prepared separately
for each of the Partnership's market risk exposures (interest rate,
currency rate, and commodity price) instruments.

The estimates are based on the market risk sensitive portfolios described
in the preceding paragraph above. The potential loss in earnings is based
on an immediate change in:

         The prices of the Partnership's interest rate positions resulting
from a 10% change in interest rates.

         The U.S. dollar equivalent balances of the Partnership's currency 
exposures due to a 10% shift in currency exchange rates.

         The market value of the Partnership's commodity instruments due to
a 10% change in the price of the instruments.

The Partnership has determined that the impact of a 10% change in market
rates and prices on its fair values, cash flows and earnings would not be
material. The Partnership has elected to disclose, though deemed
immaterial, the potential loss to earnings of its commodity price, interest
rate and currency exchange rate sensitivity positions as of March 31, 1999.

The potential loss in earnings for each market risk exposure as of March
31, 1999 was:

Trading portfolio:
         Commodity price risk               $1,778,468
         Interest rate risk                 $1,308,879
         Currency exchange rate risk        $1,651,680


<PAGE>

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The General Partner is not aware of any pending legal proceedings to which
the Partnership or the General Partner is a party or to which any of their
assets are subject

Item 2. Changes in Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K.

        Exhibits--The following exhibit is filed as part of this 
        report on Form 10-Q:

        27   Financial Data Schedule

Reports on Form 8-K--

None.


<PAGE>


Pursuant to the requirements 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.


                                          THE WILLOWBRIDGE FUND L.P.



Date:  May 13, 1999                       By:  Ruvane Investment Corporation
                                               its General Partner

                                               By:  /s/ Robert L. Lerner
                                                    Robert L. Lerner
                                                      President