---

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
June 30, 2007

( ) 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



RFMC WILLOWBRIDGE FUND, L.P.

Delaware
        22-678474(a Delaware Partnership)
        (I.R.S. EmployerIdentification No.)


4 Benedek Road

Princeton, New Jersey 08540

(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.  YESXNO ___

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

YESNOX





---














RFMC WILLOWBRIDGE FUND, L.P.

INDEX TO FORM 10-Q






PART I - FINANCIAL INFORMATIONPageItem 1.
        Condensed Financial Statements
        3Condensed Statements of Financial Condition
        3Condensed Statements of Income (Loss)
        4Condensed Statements of Changes in Partners Capital
        5Notes to Condensed Financial Statements
        6Item 2.
        Managements Discussion and Analysis of Financial Condition and Results of Operations
        11Item 3.
        Quantitative and Qualitative Disclosures About Market Risk
        13Item 4.
        Controls and Procedures
        14PART II - OTHER INFORMATIONItem 1.
        Legal Proceedings
        15Item 2.
        Unregistered Sales of Equity Securities and Use of Proceeds
        15Item 3.
        Defaults Upon Senior Securities
        15Item 4.
        Submission of Matters to a Vote of Security Holders
        15Item 5.
        Other Information
        15Item 6.
        Exhibits
        15














2






PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements



|RFMC WILLOWBRIDGE FUND, L.P.
CONDENSED STATEMENTS OF FINANCIAL CONDITION
As of June 30, 2007 (Unaudited) and December 31, 2006
__________________                             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                              
|                                                                                                                                                                              
|                                                                                                                                                                              
|ASSETS                                                                                                                                                                        
|EQUITY IN COMMODITY FUTURES
    TRADING ACCOUNT:                                                                                                                              
|Due from broker                                                                                                                                                               
|Net unrealized gain on open
    positions                                                                                                                                     
|                                                                                                                                                                              
|CASH AND CASH EQUIVALENTS                                                                                                                                                     
|DUE FROM GENERAL PARTNER                                                                                                                                                      
|INTEREST RECEIVABLE AND OTHER ASSETS                                                                                                                                          
|PREPAID EXPENSES                                                                                                                                                              
|                                                                                                                                                                              
|TOTAL ASSETS                                                                                                                                                                  
|                                                                                                                                                                              
|LIABILITIES AND PARTNERS
    CAPITAL                                                                                                                                         
|LIABILITIES:                                                                                                                                                                  
|Prepaid subscriptions                                                                                                                                                         
|Redemptions payable                                                                                                                                                           
|Other accrued expenses                                                                                                                                                        
|Accrued management fees                                                                                                                                                       
|TOTAL LIABILITIES                                                                                                                                                             
|                                                                                                                                                                              
|PARTNERS CAPITAL                                                                                                                                                             
|Limited partners - Class A
    (4,727.8418 and 4,648.9724
               fully redeemable units at
    June 30, 2007 and
               December
    31, 2006, respectively)  
|Limited partners - Class B
    (39,296.3666 and 40,820.7400
               fully redeemable units at
    June 30, 2007 and
               December
    31, 2006, respectively)
|General partner - Class A
    (140.4126 and 139.6025
               fully redeemable units at
    June 30, 2007 and
               December
    31, 2006, respectively)       
|TOTAL PARTNERS
    CAPITAL                                                                                                                                                   
|                                                                                                                                                                              
|TOTAL LIABILITIES
    AND PARTNERS  CAPITAL                                                                                                                                  
|                                                                                                                                                                              
|NET ASSET VALUE PER UNIT -                                                                                                                                                    
|Class A (based on Partners
    Capital of $31,748,047 and                                                                                                                    
|$29,269,604 and 4,868.2544  and 4,788.5749 units
    outstanding)                                                                                                             
|                                                                                                                                                                              
|Class B Series 1 - (based on
    Partners  Capital of $2,436,053 and                                                                                                         
|$2,194,998 and 2,972.0190 and 2,871.3178 units outstanding)                                                                                                                   
|                                                                                                                                                                              
|Class B Series 2 - (based on Partners  Capital of
    $26,805,527 and                                                                                                        
|$26,477,077 and 36,253.5942 and 37,829.1688 units
    outstanding)                                                                                                            
|                                                                                                                                                                              
|Class B Series 3 - (based on Partners  Capital of $63,855
    and                                                                                                            
|$102,226 and 70.7534 and 120.2534 units outstanding)                                                                                                                          
|                                                                                                                                                                              
|See Notes to Condensed Financial Statements.3                                                                                                                                 









|RFMC WILLOWBRIDGE FUND, L.P.CONDENSED STATEMENTS OF INCOME (LOSS)For the Three Months
            and Six Months Ended June 30 , 2007 and 2006(Unaudited)__________________
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                           
|                                                                                                                                                                           
|                                                                                                                                                                           
|                                                                                                                                                                           
|NET INVESTMENT  (LOSS)                                                                                                                                                     
|Income:                                                                                                                                                                    
|Interest income                                                                                                                                                            
|                                                                                                                                                                           
|Expenses:                                                                                                                                                                  
|Brokerage commissions                                                                                                                                                      
|Management fees                                                                                                                                                            
|Administrative
    expenses                                                                                                                                                
|                                                                                                                                                                           
|Total expenses                                                                                                                                                             
|                                                                                                                                                                           
|Net investment loss                                                                                                                                                        
|                                                                                                                                                                           
|TRADING PROFITS (LOSSES)                                                                                                                                                   
|Profits (losses) on trading of
    commodity futures:                                                                                                                      
|Realized
    gains on
    closed positions, net                                                                                                                            
|Change in unrealized
    gains (losses)                                                                                                                                    
|on open positions, net                                                                                                                                                     
|                                                                                                                                                                           
|Total trading profits                                                                                                                                                      
|                                                                                                                                                                           
|NET INCOME                                                                                                                                                                 
|                                                                                                                                                                           
|NET INCOME PER UNIT                                                                                                                                                        
|                                                                                                                                                                           
|Class A                                                                                                                                                                    
|                                                                                                                                                                           
|Class B - Series 1                                                                                                                                                         
|                                                                                                                                                                           
|Class B - Series 2                                                                                                                                                         
|                                                                                                                                                                           
|Class B - Series 3                                                                                                                                                         
|                                                                                                                                                                           
|                                                                                                                                                                           
|                                                                                                                                                                           
|                                                                                                                                                                           
|See Notes to Condensed Financial
    Statements.
    4                                                                                                                     
|                                                                                                                                                                           







RFMC WILLOWBRIDGE FUND L.P.

CONDENSED STATEMENTS OF CHANGES IN PARTNERS CAPITAL

For the
Six Months Ended June 30, 2007 and 2006

(Unaudited)

_______________



CLASS AGeneral Partner
    
    Limited Partners
    
    TotalUnits
    
    Amount
    
    Unit
    
    Amount
    
    Class APARTNERS  CAPITAL,JANUARY 1, 2007
    139.6025
    
    $   853,304
    
    4,648.9724
    
    $ 28,416,300
    
    $ 29,269,604Subscriptions
    0.8101
    
    4,864
    
    381.9734
    
    2,305,766
    
    2,310,630Redemptions
    -
    
    -
    
    (298.8667)
    
    (1,789,912)
    
    (1,789,912)Transfer
    -
    
    -
    
    (4.2373)
    
    (24,118)
    
    (24,118)Net income
    -
    
    57,524
    
    -
    
    1,924,319
    
    1,981,843PARTNERS  CAPITAL,JUNE 30, 2007
    140.4126
    
    $   915,692
    
    4,727.8418
    
    $ 30,832,355
    
    $ 31,748,047






CLASS B LIMITED PARTNERSSeries 1
    Series 2
    Series 3
    TotalUnits
    Amount
    Units
    Amount
    Units
    Amount
    Class
      BPARTNERS
      CAPITAL,JANUARY 1, 2007
    2,871.3178
    $ 2,194,998
    37,829.1688
    $
      26,477,077
    120.2534
    $  102,226
    $ 28,774,301Subscriptions
    281.6242
    215,000
    1,726.5630
    1,180,000
    -
    -
    1,395,000Redemptions
    (214.7167)
    (164,833)
    (3,302.1376)
    (2,304,290)
    (49.5000)
    (40,296)
    (2,509,419)Transfer
    33.7937
    24,118
    -
    -
    -
    -
    24,118Net income
    -
    166,770
    -
    1,452,740
    -
    1,925
    1,621,435PARTNERS
      CAPITAL,JUNE 30, 2007
    2,972.0190
    $ 2,436,053
    36,253.5942
    $ 26,805,527
    70.7534
    $   63,855
    $ 29,305,435






CLASS AGeneral Partner
    
    Limited Partners
    
    TotalUnits
    
    Amount
    
    Unit
    
    Amount
    
    Class APARTNERS  CAPITAL,JANUARY 1, 2006
    135.2815
    
    $   760,886
    
    5,548.9041
    
    $ 31,209,589
    
    $ 31,970,475Subscriptions
    3.5313
    
    21,017
    
    287.4018
    
    1,735,289
    
    1,756,306Redemptions
    -
    
    -
    
    (814,0765)
    
    (4,681,877)
    
    (4,681,877)Net income
    -
    
    76,261
    
    -
    
    2,785,244
    
    2,861,505PARTNERS  CAPITAL,JUNE 30, 2006
    138.8128
    
    $   858,164
    
    5,022.2294
    
    $ 31,048,245
    
    $31,906,409






CLASS B LIMITED PARTNERSSeries 1
    Series 2
    Series 3
    TotalUnits
    Amount
    Units
    Amount
    Units
    Amount
    Class
      BPARTNERS
      CAPITAL,JANUARY 1, 2006
    2,396.5004
    $ 1,650,278
    28,636.1177
    $
      18,814,154
    120.2534
    $  95,008
    $ 20,559,440Subscriptions
    457.2005
    336,204
    4,956.4868
    3,477,500
    -
    -
    3,813,704Redemptions
    (404.4119)
    (286,362)
    (178.5885)
    (118,924)
    -
    -
    (405,286)Net income
    -
    163,386
    -
    1,719,878
    -
    8,906
    1,892,170PARTNERS
      CAPITAL,JUNE 30, 2006
    2,422.2890
    $ 1,863,506
    33,414.0160
    $ 23,892,608
    120.2534
    $ 103,914
    $ 25,860,028




See Notes to Condensed Financial Statements.





5








RFMC WILLOWBRIDGE FUND, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the
Six Months Ended June 30, 2007 and 2006

(Unaudited)

_______________



1.
        BASIS OF PRESENTATION




The interim condensed financial statements of RFMC Willowbridge Fund L.P. (the Partnership) included herein have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (GAAP) for complete annual financial statements.  These condensed financial statements are unaudited
and should be read in conjunction with the audited financial statements and
notes thereto included in the Partnership s Annual Report on Form 10-K for the
year ended December 31, 2006. The Partnership follows the same accounting
policies in the preparation of interim reports as set forth in the annual
report. In the opinion of management, the financial statements reflect all
adjustments, which are of a normal recurring nature, necessary for a fair
presentation of the financial position, results of operations and changes in
partners  capital for the  interim periods presented and are not
necessarily indicative of a full year s results.



2.
        PARTNERSHIP ORGANIZATION




The Partnership, a Delaware limited partnership, was organized on January 24, 1986.  The Partnership may engage in the speculative trading of commodity futures contracts, options on commodities or commodity futures contracts and forward contracts. Ruvane Fund Management Corporation (formerly named Ruvane Investment Corporation) is the general partner of the Partnership (the General Partner) and is registered as a Commodity Pool Operator and an Introducing Broker with the Commodity Futures Trading Commission.  The General Partner is required by the Limited Partnership Agreement, as amended and restated (the Agreement), to contribute $1,000 to the Partnership.

In accordance
with the amendment to Section 5 of the Agreement, effective January 16, 2003, the Partnership offers separate classes of limited partnership interests, whereby interests which were issued prior to January 16, 2003 by the Partnership will be designated as Class A interests.  The Partnership also offers Class B limited partnership interests through a private offering pursuant to Regulation D as adopted under section 4(2) of the  Securities Act of 1933, as amended.  The Partnership will offer the Class B interests up to an aggregate of $100,000,000; provided that the General Partner may increase the amount of interests that will be offered in increments of $10,000,000 after notice to the limited partners.  Commissions and redemption charges for the Class B interests will differ from those of the Class A interests, but in all other respects the Class A interests and the Class B interests will be identical.  The Class A interests and Class B interests will also be traded pursuant to the
same trading program.

The Partnership shall end 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




A.
        Cash and Cash Equivalents


The Partnership has defined cash and cash equivalents as cash and short-term, highly liquid investments with maturities of three months or less when acquired.



B.
        Due from Broker


Due from broker represents cash required to meet margin requirements and excess funds not required for margin which are typically invested in 30 day commercial paper and U.S. Treasury bills which are carried at cost plus accrued interest, which approximates market value.  The amortized cost of the U.S. Treasury bills at June 30, 2007 and December 31, 2006 was $2,865,986 and $2,864,593, respectively.  The Partnership is subject to credit risk to the extent any broker with whom  the Partnership conducts business is unable to deliver cash balances or securities, or clear securities transactions on the Partnerships behalf. The General Partner monitors the financial condition of the brokers with which the Partnership conducts business and believes that the likelihood of loss under the aforementioned circumstances is
remote.





6








RFMC WILLOWBRIDGE FUND, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

For the
Six Months Ended June 30, 2007 and 2006

(Unaudited)

_______________



3.
        SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




C.
        Revenue Recognition


Investments in commodity futures contracts are recorded on the trade date and open contracts are recorded in the financial statements at their fair value on the last business day of the reporting period, based on quoted market prices.  The difference between the original cost basis of the contract and fair value is recorded as net unrealized gain or loss on open positions on the Condensed Statements of Financial Condition.  Realized gains and losses on closed contracts are recorded on a first-in-first-out basis.  Interest income is recognized on an accrual basis.  All commodity futures contracts and financial instruments are recorded at fair value in the financial statements.



D.
        Commissions


The Class A partners pay to the General Partner a flat rate commission of 4.0 percent annually of the net asset value of the Class A partners capital as of the beginning of each month.  Class B limited partners pay to the General Partner a flat rate commission of up to 6.0 percent annually of the net asset value of the Class B partners capital.  From these amounts, the General Partner will pay or reimburse the Partnership for actual trading commissions incurred by the Partnership and will pay up to 3.0 percent from this amount to properly registered selling agents as their ongoing compensation for servicing Class B limited partners.



Commissions charged to each class or series of class were as follows:



Three Months Ended
        Six Months EndedJune 30,
        June 30,2007
        
        2006
        2007
        
        2006Class A
        
        $ 287,020
        
        $  325,008
        $  572,583
        
        $  638,317Class B  Series 1
        
        17,348
        
        13,756
        34,598
        
        25,963Class B  Series 2
        
        384,967
        
        346,705
        781,931
        
        640,852Class B  Series 3
        
        732
        
        1,306
        1,825
        
        2,492Total
        
        $
            690,067
        
        $ 686,775
        $1,390,937
        
        $1,307,624




For the three and six months ended June 30, 2007, the General Partner received net brokerage commissions of $511,300 and $1,034,966, respectively, and for the three and six months ended June 30, 2006, the General Partner received net brokerage commissions of $465,005 and $829,664, respectively, from the Partnership.  Net brokerage commissions represents commissions charged to Class A and Class B partners less actual brokerage commissions paid to clearing brokers and amounts paid to selling agents for servicing Class B limited partners.  As of June 30, 2007 and December 31, 2006, $109,399 and $143,169, respectively, is due from the General Partner for reimbursement of brokerage commissions advanced by the Partnership.



E.
        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.





7










RFMC WILLOWBRIDGE FUND, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

For the
Six Months Ended June 30, 2007 and 2006

(Unaudited)

_______________





3.
        SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




F.
        Allocation of Net Income (Loss)


Net realized and unrealized trading profits and losses, interest income and other operating income and expenses, except class or series specific commission charges, are allocated to the partners monthly in proportion to their capital account balance, as defined in the Agreement.  Class and/or series specific commission charges are allocated monthly to the partners of the respective class and/or series in proportion to their respective capital account balances within the class and/or series.



G.
        Incentive Fees


Willowbridge Associates, Inc. (Willowbridge), the Commodity Trading Advisor (CTA) of the Partnership, is entitled to a quarterly incentive fee based on an increase in the adjusted net asset value of the Partnerships assets allocated to trading.  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 assets allocated to trading.  No incentive fees were earned during the six months ended June 30, 2007 and 2006.



H.
        Management Fees


The General Partner is paid an annual 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.  Such annual fee is paid in advance at the beginning of the respective year and is amortized by the Partnership on a straight-line basis over twelve months.  The total management fee paid to the General Partner in 2007 and 2006 was $580,439 and $525,299, respectively.  For the three and six month periods ended June 30, 2007, the Partnership recorded management fee expense earned by the General Partner of $145,110 and $290,220, respectively, and for the three and six month periods ended June 30, 2006, the Partnership recorded management fee expense earned by the General Partner of $131,105 and $262,210, respectively.  As of June 30, 2007 and December 31, 2006, the unamortized prepaid management fees were
$290,219 and $0, respectively.

In addition to the management fee paid to the General Partner, the Partnership pays Willowbridge a quarterly management fee of 0.25% (1% per year) of the net asset value of the Partnership.  These fees amounted to $147,991 and $287,812 for the three and six months ended June 30, 2007, respectively, and $149,055 and $277,507 for the three and six months ended June 30, 2006, respectively.  As of June 30, 2007 and December 31, 2006, $147,991 and $146,529, respectively, were due to Willowbridge.



I.
        Administrative Expenses


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



J.
        Income Taxes


No provision for income taxes has been provided in the accompanying financial statements as each partner is individually liable for taxes, if any, on his or her share of the Partnerships profits.



K.
        Subscriptions


Partnership units may be purchased on the first day of each month at the net asset value per unit determined on the last business day of the previous month.  Partners contributions received in advance for subscriptions are recorded as prepaid subscriptions in the Condensed Statements of Financial Condition. The General Partner charges a one percent initial administrative fee on all limited partner unit subscriptions.  The General Partner may waive this charge for limited partners who are its affiliates or for other limited partners in its sole discretion.  Subscription proceeds to the Partnership are recorded net of these charges.  For the three and six months ended June 30, 2007, the General Partner received initial administrative fees of $1,279 and $2,932, respectively, and for the three and six months ended June 30, 2006, the General Partner received initial administrative fees of
$10,011 and $18,347, respectively.





8





RFMC WILLOWBRIDGE FUND, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

For the
Six Months Ended June 30, 2007 and 2006

(Unaudited)

_______________





3.
        SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




L.
        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.  Class B interests are subject to an early redemption charge of up to 4 percent if such interests are redeemed within 12 months of their purchase.



M.
        Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 income (loss) and expenses during the reporting period. Estimates include accrual of expenses such as professional fees.  Actual results could differ from these estimates.



N.
        Recently Issued Accounting Pronouncements


In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157).  FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. While FAS 157 does not require any new fair value measurements, for some entities, the application of FAS 157 may change current practice.  FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The implementation of FAS 157 is not expected to have a material impact on the Partnerships financial statements.

In June 2006, the FASB issued Interpretation No. 48 (FIN 48) entitled Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109.  FIN 48 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements.  Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. The Partnership has evaluated its tax positions and has determined that the implementation of this pronouncement does not have a material impact on the Partnerships financial statements.

In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial Instruments (FAS 155).  This statement amends FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities.  FAS 155 primarily relates to accounting for derivative financial instruments involved in hedging activities.  FAS 155 is effective for all financial instruments acquired or issued after the beginning of an entitys first fiscal year that begins after September 15, 2006.  The Partnership has evaluated its financial instruments and has determined that the implementation of this pronouncement does not have a material impact on the Partnerships financial statements.

O.
        Indemnifications


The Partnership has entered into agreements, which provide for the indemnifications against losses, costs, claims and liabilities arising from the performance of their individual obligations under such agreements, except for gross negligence or bad faith.  The Partnership has had no prior claims or payments pursuant to these agreements.  The Partnerships individual maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred. However, based on previous experience, the Partnership expects the risk of loss to be remote.









9








RFMC WILLOWBRIDGE FUND, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

For the
Six Months Ended June 30, 2007 and 2006

(Unaudited)

_______________



4.
        FINANCIAL HIGHLIGHTS


The following sets forth the financial highlights for the periods presented.



| |                                                | Six Months Ended June 30, 2007                                                                                                                                                                                        |  
| | ---------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -
| |                                                | Class A                                                                                                                                                                                                               |  
| |                                                |                                                                                                                                                                                                                       |  
| | Per Unit Operating Performance                 |                                                                                                                                                                                                                       |  
| | (for a Unit outstanding for the entire period) |                                                                                                                                                                                                                       |  
| |                                                |                                                                                                                                                                                                                       |  
| | Net Asset Value, Beginning of the period       | $     6,112.38                                                                                                                                                                                                        |  
| |                                                |                                                                                                                                                                                                                       |  
| | Income (loss) from operations                  |                                                                                                                                                                                                                       |  
| | Net investment loss                            | (69.24)                                                                                                                                                                                                               |  
| | Net trading profits                            | 478.30                                                                                                                                                                                                                |  
| |                                                |                                                                                                                                                                                                                       |  
| | Net income                                     | 409.06                                                                                                                                                                                                                |  
| |                                                |                                                                                                                                                                                                                       |  
| | Net Asset Value, End of the period             | $     6,521.44                                                                                                                                                                                                        |  
| |                                                |                                                                                                                                                                                                                       |  
| | Total Return (1),
    (3)                      | 6.69                                                                                                                                                                                                                  | %
| |                                                |                                                                                                                                                                                                                       |  
| | Supplemental Data                              |                                                                                                                                                                                                                       |  
| |                                                |                                                                                                                                                                                                                       |  
| | Ratio of expenses to average net assets (2)    | 6.98                                                                                                                                                                                                                  | %
| |                                                |                                                                                                                                                                                                                       |  
| | Ratio of net investment loss                   |                                                                                                                                                                                                                       |  
| | To average net assets (2)                      | 2.30                                                                                                                                                                                                                  | %
| |                                                |                                                                                                                                                                                                                       |  
| | _________________                              |                                                                                                                                                                                                                       |  
| | (1)                                            | Total return is derived as opening
    net asset value less ending net asset value divided by opening net asset value, and excludes the effect of sales commissions and initial administrative fees on subscriptions. |  
| | (2)                                            | Annualized.                                                                                                                                                                                                           |  
| | (3)                                            | Not annualized.                                                                                                                                                                                                       |  



| |                                              | Year Ended December 31, 2006                                                                                                                                                                                  |  
| | -------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -
| |                                              | Class A                                                                                                                                                                                                       |  
| |                                              |                                                                                                                                                                                                               |  
| | Per Unit Operating Performance               |                                                                                                                                                                                                               |  
| | (for a Unit
outstanding for the entire year) |                                                                                                                                                                                                               |  
| |                                              |                                                                                                                                                                                                               |  
| | Net Asset Value, Beginning of the year       | $     5,624.46                                                                                                                                                                                                |  
| |                                              |                                                                                                                                                                                                               |  
| | Income (loss) from operations                |                                                                                                                                                                                                               |  
| | Net investment loss                          | (155.05)                                                                                                                                                                                                      |  
| | Net trading profits                          | 642.97                                                                                                                                                                                                        |  
| |                                              |                                                                                                                                                                                                               |  
| | Net income                                   | 487.92                                                                                                                                                                                                        |  
| |                                              |                                                                                                                                                                                                               |  
| | Net Asset Value, End of the year             | $     6,112.38                                                                                                                                                                                                |  
| |                                              |                                                                                                                                                                                                               |  
| | Total Return (1)                             | 8.67                                                                                                                                                                                                          | %
| |                                              |                                                                                                                                                                                                               |  
| | Supplemental Data                            |                                                                                                                                                                                                               |  
| |                                              |                                                                                                                                                                                                               |  
| | Ratio of expenses to average net assets      | 7.08                                                                                                                                                                                                          | %
| |                                              |                                                                                                                                                                                                               |  
| | Ratio of net investment loss                 |                                                                                                                                                                                                               |  
| | To average net assets                        | 2.63                                                                                                                                                                                                          | %
| | _________________                            |                                                                                                                                                                                                               |  
| | (1)                                          | Total return is derived as opening asset value less ending net asset value divided by opening net asset value, and excludes the effect of sales commissions and initial administrative fees on subscriptions. |  
| |                                              |                                                                                                                                                                                                               |  
| |                                              |                                                                                                                                                                                                               |  
| |                                              |                                                                                                                                                                                                               |  







10







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

General

RFMC Willowbridge Fund, L.P. (formerly named The Willowbridge Fund L.P.) (the Partnership) engages in the speculative trading of commodity futures contracts, options on commodities or commodity futures contracts and forward contracts (Commodity Interests). The objective of the Partnership is the appreciation of its assets through speculative trading. Ruvane Fund Management Corporation (formerly named 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 appreciation after payment of all fees and expenses. Future results will depend in large part upon the Commodity Interests markets in general, the performance of its advisor, the amount of additions and redemptions 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 substantial gains or losses to the Partnership. Because of the nature of these factors and their interaction, past performance is not indicative of future results. As a result, any recent increases in net realized or unrealized gains may have no bearing on any results that may be obtained in the future.

The Partnership incurs substantial charges from the payment of brokerage commissions to the General Partner, payment of management and incentive fees to the Advisor, payment of management fees to the General Partner and administrative expenses. The Partnership is required to make trading profits to avoid depleting and exhausting its assets from the payment of such fees and expenses.

The markets in which the Commodity Interests trade are constantly changing in character and in degree of volatility. Although the Advisor has been the sole advisor trading on behalf of the Partnership since April 1991, the General Partner continues to evaluate and analyze from both quantitative and qualitative perspectives the ability of the Advisor to trade effectively on the Partnerships behalf in the context of the current market environment. The General Partner seeks to limit market and credit risks by monitoring daily income and margin levels. The General Partner also relies upon the risk management strategies inherent in the Advisors trading programs. In the future, the General Partner may utilize additional strategies or appoint additional advisors to trade on behalf of the Partnership.

Class A Interests paid to the General Partner a flat-rate monthly brokerage commission of approximately 0.29% of the net asset value of the Class A Interests as of the beginning of each month (a 3.5% annual rate) for the period, January 1, 2001 to July 31, 2002. Beginning August 1, 2002, the Class A Interests pay to the General Partner a flat-rate monthly brokerage commission of approximately 0.33% of the net asset value of the Class A Interests as of the beginning of each month (a 4.0% annual rate).

Class B Interests pay to the General Partner commission of up to 6.0% annually of the net asset value of the Class B partners' capital. The General Partner will pay up to 3.0% from this amount to properly registered selling agents as their compensation, and to the extent the amount is less than 3.0% the brokerage fee with respect to such Class B limited partnership interests will be reduced accordingly. The General Partner pays from this amount all commission charges and fees with respect to the Partners trading in Commodity Interests. The flat-rate monthly commission is common among programs such as the Partnership.

Summary of Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the Partnerships financial statements. The critical accounting estimates and related judgments underlying the Partnerships financial statements are summarized below. In applying these policies, management makes judgments that frequently require estimates about matters that are inherently uncertain. The Partnerships significant accounting policies are described in detail in Note 3 of the Notes to the Condensed Financial Statements.

Investments in commodity futures, options and forward contracts are recorded on the trade date and open contracts are recorded in the financial statements at their fair value on the last business day of the reporting period. The difference between the original cost basis of the contract and fair value is recorded in income as a net unrealized gain
or loss on open positions  on the Condensed Statements of Financial Condition. Realized gains and losses on closed contracts are recorded on a first-in-first-out basis. Interest income is recognized on an accrual basis. All Commodity Interests and financial instruments are recorded at fair value in the financial statements. Fair value is based on quoted market prices or estimates of fair value.

The Partnership records all investments at fair value in its financial statements, with changes in fair value reported as a component of Trading Profits (Losses) in the Condensed Statements of Income (Loss). Generally, fair values are based on quoted market prices; however, in certain circumstances, significant judgments and estimates are involved in determining fair value in the absence of an active market closing price.



11








Results of Operations

Comparison of the Three Months June 30, 2007 and 2006

For the quarter ended June 30, 2007, the Partnership had total income comprised of net trading profits representing $6,178,743 in realized gains (losses) on closed positions, and $2,008,006 in change in net unrealized gains/(losses) on open positions, and $679,064 in interest income. For the same quarter in 2006 the Partnership had total income comprised of net trading profits representing $10,572,313  in realized gains (losses) on closed positions and, $(2,577,365) in change in net unrealized gains (losses) on open positions, and $639,904 in interest income.

In April 2007, the Partnership had gains in gasoline, the Euro currency, the
Canadian Dollar, the Australian Dollar and the Japanese Yen; there were losses
in crude oil, natural gas and silver. The Partnership recorded a net income of
$3,227,321.  In May 2007, the Partnership had gains in the Japanese Yen,
the Canadian Dollar and European fixed income instruments; there were losses in
the Euro currency, heating oil and silver.  The Partnership recorded a
net income of $898,624 . In June 2007, the Partnership had gains in European
fixed income instruments, wheat, natural gas and US Treasury Bonds; there were
losses in coffee, heating oil and gasoline.  The Partnership recorded a
net income of $3,597,235.

In April 2006, trading was profitable in gold and silver, the Euro currency, and the energy sector. There were losses in the Japanese Yen and wheat. The Partnership recorded a
net income of $11,455,018. In May 2006, trading was unprofitable in silver, Japanese Yen and the energy sector. There were gains in gold and British Pound. The Partnership recorded
a net loss of $493,628. In June 2006, trading was unprofitable in the Canadian Dollar and the energy sector. The Partnership's positions in UK fixed income markets were profitable.  The Partnership recorded
a net loss of $3,443,780.

For the quarter ended June 30, 2007, the Partnership had expenses comprised of $690,067 in brokerage commissions (including clearing and exchange fees), $293,101 in management fees, $159,465 in administrative expenses, and $0 in incentive fees. For the same quarter in 2006, the Partnership had expenses comprised of $686,775 in brokerage commissions (including clearing and exchange fees), $280,160 in management fees, $150,307 in administrative expenses and $0 in incentive fees. Incentive fees are a fraction of quarterly trading profits. Incentive fees are generated by quarterly profits. Brokerage commissions and management fees vary primarily as a result of change in assets under management, which are affected by net income, and capital additions and redemptions. Administrative expenses consists primary of professional fees and other expenses relating to the Partnership's reporting
requirements under Securities Exchange Act of 1934, as amended.

As a result of the above, the Partnership recorded a net gain of $7,723,180 for the three months ended June 30, 2007, compared to a net
gain of $7,517,610 for the same period in 2006.

At June 30, 2007, the net asset value of the Partnership was $61,053,482, compared to its net asset value of $58,043,905 at December 31, 2006.

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

Comparison of Six Months Ended June 30, 2007 and 2006

For the six months ended June 30, 2007, the Partnership had total income
comprised of net trading profits representing $3,145,360 in realized gains
(losses) on closed positions, $1,364,661 in change in net unrealized gains on
open positions, and $1,338,833 in interest income. For the same period in 2006
the Partnership had total income comprised of net trading profits representing
$5,657,362 in realized gains on closed positions, $76,951 in change in net
unrealized gains (losses) on open positions, and $1,145,742 in interest income.

In January 2007, the Partnership was slightly unprofitable. The Partnership
earned profits trading in copper, UK fixed income, crude oil and Japanese Yen;
the Partnership generated losses in the Euro currency, coffee, natural gas and
gasoline. The Partnership recorded a net loss of $169,798. In February 2007,
trading was unprofitable as the Partnership had losses in Japanese Yen, UK fixed
income, US fixed income and natural gas; the Partnership earned profits in
soybeans, the Euro currency and gasoline. The Partnership recorded a net loss of
$2,290,973. In March 2007, trading was not profitable. The Partnership had
losses in silver, Japanese Yen, gold, British Pound and soybeans; the
Partnership had gains in gasoline, crude oil and cocoa. The Partnership recorded
a net loss of $1,659,131. In April 2007, the Partnership had gains in gasoline,
the Euro currency, the Canadian Dollar, the Australian Dollar and the Japanese
Yen; there were losses in crude oil, natural gas and silver. The Partnership
recorded a net income of $3,227,321. In May 2007, the Partnership had gains in
the Japanese Yen, the Canadian Dollar and European fixed income instruments;
there were losses in the Euro currency, heating oil and silver. The Partnership
recorded a net income of $898,624 . In June 2007, the Partnership had gains in
European fixed income instruments, wheat, natural gas and US Treasury Bonds;
there were losses in coffee, heating oil and gasoline. The Partnership
recorded a net income of $3,597,235.

In January 2006, trading was slightly profitable. The Partnership earned profits trading in silver, natural gas, Japanese Yen and copper; the Partnership generated losses in the Euro currency and US fixed income. The Partnership recorded a
net income of $435,883. In February 2006, trading was unprofitable as the Partnership had losses in heating oil and the Euro currency; the Partnership earned profits in natural gas. The Partnership recorded a
net loss of $2,185,076. In March 2006, trading was not profitable. The Partnership had losses in unleaded gasoline and the Japanese Yen; the Partnership had gains in silver and global fixed income markets. The Partnership recorded a
net loss of $1,014,742.In April 2006, trading was profitable in gold and silver, the Euro currency, and the energy sector. There were losses in the Japanese Yen and wheat. The
Partnership recorded a net income of $11,455,038. In May 2006, trading was unprofitable in silver, Japanese Yen and the energy sector. There were gains in gold and British Pound. The Partnership recorded
a net loss of $493,628. In June 2006, trading was unprofitable in the Canadian Dollar and the energy sector. The Partnership's positions in UK fixed income were profitable.  The Partnership recorded
a net loss of $3,443,780.

For the six months ended June 30, 2007, the Partnership had expenses comprised of $1,390,937 in brokerage commissions (including clearing and exchange fees), $578,032 in management fees, $276,607 in administrative expenses, and $0 in incentive fees.  For the same period in 2006, the Partnership had expenses comprised of $1,307,624 in brokerage commissions (including clearing and exchange fees), $539,717 in management fees, $279,039 in administrative expenses, and $0 in incentive fees. Incentive fees are generated by quarterly profits. Brokerage commissions and management fees vary primarily as a result of change in assets under management, which are affected by net income, and capital additions and redemptions. Administrative expenses consists primary of professional fees and other expenses relating to the Partnership's reporting requirements under Securities Exchange Act of 1934, as amended.

As a result of the above, the Partnership recorded a net gain of $3,603,278 for the six months ended June 30, 2007, as compared to a net gain of $4,753,675 for the same period in 2006.



12






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 liquidity is caused by any 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 Interests.

The Partnerships capital resources are dependent upon three factors: (a) the income or losses generated by the Advisor; (b) the capital invested or redeemed by the limited partners; and (c) the capital invested or redeemed by the General Partner. 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 is required to contribute $1,000 to 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.

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 a timely basis of
market-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 June 30, 2007, by market sector:

Interest Rate

Interest rate risk is a significant 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 interest rate 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: Germany, England, Japan, France, Switzerland,
Australia, Canada and the United States of America. 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.  The General Partner anticipates that the
Advisor will maintain an emphasis in the commodities described above. 
Additionally, the Partnership had exposure to the energy markets (natural gas,
crude oil, heating oil and unleaded gasoline) as of June 30, 2007, and it is
anticipated that positions in this sector will continue to be evaluated on an
ongoing basis.

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 June 30, 2007 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:









13













        The prices of the Partnerships 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 Interests due to a 10% change in the price of the Commodity 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  disclosed the potential loss to earnings of its commodity price, interest rate and currency exchange rate sensitivity positions as of June 30, 2007.The potential loss in earnings for each market risk exposure as of June 30, 2007 was approximately:


Trading portfolio:

| | Commodity price risk        | $ 588,731
| | --------------------------- | ---------
| | Interest rate risk          | $ 505,511
| | Currency exchange rate risk | $ 440,905

Item 4. Controls and Procedures

The President of the General Partner evaluated the effectiveness of the design and operation of the Partnerships disclosure controls and procedures, which are designed to insure that the Partnership's 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 this evaluation, the General Partner concluded that, as of June 30, 2007 the Partnerships disclosure controls are effective. There were no significant changes in the Partnerships internal controls or in other factors that could significantly affect those controls during the second quarter of 2007.



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. Unregistered Sales of Equity Securities and Use of Proceeds

There currently is no established public trading market for the Limited Partnership Units. As of June 30, 2007,
44,164.6210 Partnership Units were held by 702 Limited Partners and the General Partner. All of the Limited Partnership Units are restricted securities within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the Securities Act), and may not be sold unless registered under the Securities Act or sold in accordance with an exemption therefrom, such as Rule 144. The Partnership has no plans to register any of the Limited Partnership Units for resale. In addition, the Partnership Agreement contains certain restrictions on the transfer of Limited Partnership Units. Pursuant to the Partnership
Agreement, the General Partner has the sole discretion to determine whether distributions (other than on redemption of Limited Partnership Units), if any, will be made to partners. The Partnership has never paid any distributions and does not anticipate paying any distributions to partners in the foreseeable future. From January 1, 2007 through June 30, 2007, a total of 
2,390.9707 Partnership Units were subscribed for the aggregate subscription amount of $3,705,630.  The monthly  subscriptions  of these Partnership Units are as follows:





|                     |  |                       
|-------------------- |  | ----------------------
|Date of Subscription |  | Amount ofSubscriptions
|                     |  |                       
|January 2007         |  | $    273,492          
|February 2007        |  | $    710,687          
|March 2007           |  | $    496,243          
|April 2007           |  | $    107,272          
|May 2007             |  | $ 2,085,281           
|June 2007            |  | $      32,655         





14










Investors in the Partnership who subscribed through a selling agent may have been charged a sales commission at a rate negotiated between such selling agent and the investor. 
Such sales commission in no event exceeded 4% of the subscription amount. All of the sales of Partnership Units were exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

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

31.1
        Rule 13a - 14(a)/15d-14(a) Certification32.1
        Section 1350 Certification






15






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.



Date:
            August 14, 2007
        
        RFMC WILLOWBRIDGE FUND L.P.



By:  Ruvane Fund Management Corporation
Its:   General PartnerBy: 
            /s/  Robert L. Lerner
Robert L. Lerner
President








16