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, 2005  ( ) 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  THE
  WILLOWBRIDGE FUND L.P. Delaware                                                                                                 
       22-678474
  (a Delaware
  Partnership)                                                                                     
  (I.R.S. Employer
                                                                                                                             
  Identification 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.YES X                      
  NO  Indicate by check nark whether the registrant
  is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).YES                        
  NO X




THE WILLOWBRIDGE
  FUND L.P.
  INDEX TO FORM
  10-Q PART I -
  FINANCIAL INFORMATION Page Item 1.  
  Condensed Financial Statements Condensed Statements of Financial
  Condition......................................................................................3 Condensed Statements of Income
  (Loss).............................................................................................4 Condensed Statements of Changes in Partners'
  Capital........................................................................5 Notes
  to Condensed Financial
  Statements............................................................................................6 Item 2.  
  Management's Discussion and Analysis of Financial Condition and
  Results of
  Operations..................................................................................................................12 Item 3.  
  Quantitative and Qualitative Disclosures About Market
  Risk...........................................................16 Item 4.   Market
  Price of and Dividends on the Registrant's Common Equity
  and Related Stockholder
  Matters............................................................................................18 Item 5.  
  Controls and
  Procedures...............................................................................................................18 PART II - OTHER
  INFORMATION Item 1.   Legal
  Proceedings.........................................................................................................................19 Item 2.  
  Changes in Securities and Use of
  Proceeds....................................................................................19 Item 3.  
  Defaults Upon Senior
  Securities.....................................................................................................19 Item 4.  
  Submission of Matters to a Vote of Security
  Holders......................................................................19 Item 5.   Other
  Information..........................................................................................................................19 Item 6.  
  Exhibits and Reports on Form
  8-K................................................................................................19 2




PART I - FINANCIAL INFORMATION

  Item 1.  Condensed Financial Statements THE WILLOWBRIDGE FUND L.P.

  CONDENSED STATEMENTS OF FINANCIAL CONDITION
  As of June 30,
  2005 (Unaudited) and December 31, 2004 _______________ June 30,                       December 31,

                                                                                                                                                                 
  2005                                  2004 ASSETSCASH IN BANK
      $11,497,095
      $ 4,621,928EQUITY IN
      COMMODITY FUTURES TRADING ACCOUNT:Due
      from broker
      30,671,259
      37,734,314Net
      unrealized gain on open positions
      3,301,736
      2,111,36833,972,995
      39,845,682PREPAID
      EXPENSES
      218,946
      -DUE FROM
      GENERAL PARTNER
      158,884
      99,808INTEREST
      RECEIVABLE
      19,212
      14,174TOTAL ASSETS
      $45,867,132
      $44,581,592LIABILITIES
      AND PARTNERS' CAPITALLIABILITIES:Prepaid subscriptions
      $ 3,224,847
      $    171,239Redemptions payable
      100,702
      301,925Other
      accrued expenses
      18,113
      100,731Accrued management fees
      99,958
      110,514TOTAL
      LIABILITIES
      3,443,620
      684,409PARTNERS'
      CAPITAL:Limited partners - Class A (6,260.2828 and 5,618.8166
                 
      fully redeemable units at June 30, 2005 and
                 
      December 31, 2004, respectively)
      40,097,822
      42,671,937Limited partners - Class B (1,849.1907 and 223.3079
                 
      fully redeemable units at June 30, 2005 and
                 
      December 31, 2004, respectively)
      1,473,023
      214,258General partner - Class A (133.1228 and 133.1216
                 
      fully redeemable units at June 30, 2005 and
                 
      December 31, 2004, respectively)
      852,667
      1,010,988TOTAL
      PARTNERS' CAPITAL
      42,423,512
      43,897,183TOTAL
      LIABILITIES AND PARTNERS' CAPITAL
      $45,867,132
      $44,581,592NET ASSET
      VALUE PER UNIT - Class A
            (based
      on Partners' Capital of $40,950,489 and $43,682,925
            and
      6,393.4056 and 5,751.9382 units outstanding)
      $    6,405.11
      $    7,594.47NET ASSET
      VALUE PER UNIT - Class B
            Series
      1 - (based on Partners' Capital of $1,364,272
            and
      $111,637 and 1,728.9373 and 119.9385 units outstanding)
      $       789.08
      $       930.79NET ASSET
      VALUE PER UNIT - Class B
            Series
      2 - (based on Partners' Capital of $0
            and
      $49,268 and 0 and 53.8694 units outstanding)
      $           0.00
      $       914.59NET ASSET
      VALUE PER UNIT - Class B
            Series
      3 - (based on Partners' Capital of $108,751
            and
      $53,353 and 120.2534 and 49.5000 units outstanding)
      $       904.35
      $    1,077.83 See Notes to
  Condensed Financial Statements. 3 THE WILLOWBRIDGE FUND L.P.

  CONDENSED STATEMENTS OF INCOME (LOSS)
  For the Three
  Months and Six Months Ended June 30, 2005 and 2004
  (Unaudited) _______________ Six
      Months Ended
      June 30,
      Three
      Months Ended
      June 30,2005
      2004
      2005
      2004NET INVESTMENT INCOME (LOSS)Income:Interest income
      $    476,081
      $   161,447
      $   246,998
      $    84,859Expenses:Brokerage commissions
      842,799
      812,027
      413,667
      409,624Incentive fees
      -
      834,528
      -
      -Management fees
      424,569
      388,840
      209,155
      191,495Administrative expenses
      208,815
      159,096
      113,707
      84,057Total
      expenses
      1,476,183
      2,194,491
      736,529
      685,176Net
      investment loss
      (1,000,102)
      (2,033,044)
      (489,531)
      (600,317)TRADING PROFITS (LOSSES)Profits (losses) on trading of
      commodity
              futures:Realized gains (losses) on
      closed
                     positions, net
      (7,100,991)
      2,247,348
      (3,212,301)
      (330,905)Change in unrealized gains/losses
      on open
                     positions, net
      1,190,368
      (3,556,488)
      (1,067,554)
      (4,914,546)Total
      trading profits (losses)
      (5,910,623)
      (1,309,140)
      (4,279,855)
      (5,245,451)NET INCOME (LOSS)
      $(6,910,725)
      $(3,342,184)
      $(4,769,386)
      $(5,845,768)NET INCOME (LOSS) PER UNITClass A
      $  (1,013.97)
      $     (599.66)
      $    (814.76)
      $ (1,093.20)Class B - Series 1
      $     (141.70)
      $     (146.04)
      $      (98.05)
      $    (131.84)Class B - Series 2
      $     (158.68)
      $           0.00
      $    (109.14)
      $          0.00Class B - Series 3
      $     (173.48)
      $           0.00
      $    (117.71)
      $          0.00 See Notes to
  Condensed Financial Statements.
  4  THE WILLOWBRIDGE FUND L.P.

  CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
  For the Six
  Months Ended June 30, 2005 and 2004
  (Unaudited) _______________ CLASS AGeneral Partner
      Limited Partners
      Total Partners'Units
      Amount
      Units
      Amount
      CapitalPARTNERS' CAPITAL
      JANUARY 1, 2005
      133.1216
      $1,010,988
      5,618.8166
      $42,671,937
      $43,682,92 5Subscriptions
      7.8075
      49,791
      739.4130
      4,583,015
      4,632,806Redemptions
      (7.8063)
      (50,000)
      (97.9468)
      (561,882)
      (611,882)Net income (loss)
      -
      (158,112)
      -
      (6,595,248)
      (6,753,360)PARTNERS' CAPITAL,
      JUNE 30, 2005
      133.1228
      $  852,667
      6,260.2828
      $40,097,822
      $40,950,489  CLASS B LIMITED PARTNERSSeries 1
      Series 2
      Series 3Units
      Amount
      Units
      Amount
      Units
      AmountPARTNERS' CAPITAL,
      JANUARY 1, 2005
      119.9385
      $  111,637
      53.8694
      $   49,268
      49.5000
      $  53,353Subscriptions
      1,608.9988
      1,392,500
      -
      -
      70.7534
      64,350Redemptions
      -
      -
      (53.8694)
      (40,720)
      -
      -Net income (loss)
      -
      (139,865)
      -
      (8,548)
      -
      (8,952)PARTNERS' CAPITAL,
      JUNE 30, 2005
      1,728.9373
      $1,364,272
      -
      $            -
      120.2534
      $108,751  CLASS AGeneral Partner
      Limited Partners
      Total Partners'Units
      Amount
      Units
      Amount
      CapitalPARTNERS' CAPITAL,
      JANUARY 1, 2004
      122.5730
      $  932,897
      4,811.5582
      $36,620,539
      $37,553,436Subscriptions
      5.9920
      46,989
      534.0108
      4,195,172
      4,242,161Redemptions
      -
      -
      (122.7399)
      (941,819)
      (941,819)Net income (loss)
      -
      (78,479)
      -
      (3,255,127)
      (3,333,606)PARTNERS' CAPITAL,
      JUNE 30, 2004
      128.5650
      $  901,407
      5,222.8291
      $36,618,765
      $37,520,172  CLASS B LIMITED PARTNERSSeries 1
      Series 2Units
      Amount
      Units
      AmountPARTNERS' CAPITAL,
      JANUARY 1, 2004
      -
      $           -
      -
      $           -Subscriptions
      58.3978
      54,450
      53.8692
      50,000Redemptions
      -
      $           -
      -
      $           -Net income (loss)
      -
      (4,515)
      -
      (4,063)PARTNERS' CAPITAL,
      JUNE 30, 2004
      58.3978
      $ 49,935
      53.8692
      $ 45,937 See Notes to
  Condensed Financial Statements.
  5  THE WILLOWBRIDGE FUND L.P.

  NOTES TO CONDENSED FINANCIAL STATEMENTS
  For the Six
  Months Ended June 30, 2005 and 2004
  (Unaudited) _______________  1.                 BASIS OF PRESENTATION The interim condensed financial statements of The
  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 generally accepted accounting principles for complete
  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, 2004.  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 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.  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 on April 15, 1998 (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. 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 already issued
  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.  The Partnership began issuing Class B interests
  in 2004.  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.        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 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 THE WILLOWBRIDGE FUND L.P.

  NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
  For the Six
  Months Ended June 30, 2005 and 2004
  (Unaudited) _______________ 3.                 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) B.        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.  The difference between the original cost basis of the contract and
  fair value is recorded in income as an unrealized gain/(loss) on the
  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.  Fair
  value is based on quoted market prices. C.        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 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
      June 30,
      Six Months Ended
      June 30,2005
      2004
      2005
      2004Class A
      $402,266
      $409,054
      $823,410
      $811,395Class B
      - Series 1
      9,905
      325
      16,560
      387Class B
      - Series 2
      425
      245
      1,125
      245Class B
      - Series 3
      1,071
      -
      1,704
      -Total
      $413,667
      $409,624
      $842,799
      $812,027      For the three and six months ended June 30,
  2005 and 2004, the General Partner received net brokerage commission of
  $212,337 and $518,447 and $265,002 and $498,165, respectively from the
  Partnership. Net brokerage commission 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, 2005 and December 31, 2004, $158,884 and $99,808,
  respectively, is due from the General Partner for reimbursement of brokerage
  commissions advanced by the Partnership. D.        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  THE WILLOWBRIDGE FUND L.P.

  NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
  For the Six
  Months Ended June 30, 2005 and 2004
  (Unaudited) _______________ 3.                 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) E.         Allocation of Profits (Losses) 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. F.         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. G.        General Partner Fees, Management Fees and
  Prepaid Expenses 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 fees amounted to $438,972 and $375,534 in 2005 and 2004,
  respectively. Prepaid expenses are comprised of the
  unamortized portion of the management fees paid to the General Partner.  The
  fiscal year 2005 management fee is paid by the Partnership to the General
  Partner in January 2005.  This amount is being amortized (straight-line) by
  the Partnership over the twelve-month period ending December 31, 2005.  As of
  June 30, 2005 and 2004, $219,486 and $187,767 had been amortized by the
  Partnership, respectively. In addition, 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 $99,406 and $205,083 and $97,612 and
  $201,073, respectively, for the three and six months ended June 30, 2005 and
  2004, respectively. H.        Administrative Expenses Administrative expenses include professional
  fees, bookkeeping costs and other charges such as registration fees, printing
  costs and bank fees. I.          Income Taxes Income taxes have not been provided in the
  accompanying financial statements as each partner is individually liable for
  income taxes, if any, on his or her share of the Partnership's profits. J.         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
  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, 2005 and 2004, the General Partner received
  initial administrative fees of $32,958 and $44,652 and $15,488 and $42,703,
  respectively. 8 THE WILLOWBRIDGE FUND L.P.

  NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
  For the Six
  Months Ended June 30, 2005 and 2004
  (Unaudited) _______________ 3.                 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) K.        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. L.         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. M.        Recently Issued Accounting Pronouncements In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 46,
  "Consolidation of
  Variable Interest Entities" ("FIN 46"), which addresses consolidation by
  business enterprises that control another entity through interests other than
  voting interest (referred to as variable interest entity or "VIE").  On
  December 24, 2003, FASB Interpretation No. 46 (Revised December 2003),
  "Consolidation of Variable Interest Entities" ("FIN 46(R)"), was issued to
  clarify the application of Accounting Research Bulletin No. 51, Consolidated
  Financial Statements, as amended by FASB Statement No. 94, "Consolidation of
  All Majority-Owned Subsidiaries".  Neither FIN 46 nor FIN 46(R) exempt
  non-registered investment companies from their scope.  Nonetheless, the
  effective date of FIN 46(R) has been indefinitely deferred for investment
  companies (including non-registered investment companies) that are accounting
  for their investments in accordance with the AICPA Audit and Accounting Guide,
  Audits of Investment Companies.  A final determination regarding whether the
  provisions of FIN 46(R) should be applied by non-registered investment
  companies will be made by the FASB following the issuance of a final Statement
  of Position by the AICPA on the clarification of the scope of the AICPA Audit
  and Accounting Guide, Audits of Investment Companies.  The Partnership has
  determined that if FIN 46(R) becomes applicable for non-registered investment
  companies, that it is not reasonably possible that it will be required to
  consolidate or disclose information about a variable interest entity upon the
  effective date of FIN 46(R). In June 2005, the FASB issued Statement of
  Financial Accounting Standards No. 154, "Accounting Changes and Error
  Correction" ("FAS 154").  FAS 154 replaces APB Opinion No. 20, "Accounting
  Changes" and FAS No. 3, "Reporting Accounting Changes in Interim Financial
  Statement."  FAS 154 requires that a voluntary change in accounting principle
  be applied retrospectively with all prior period financial statements
  presented on the new accounting principle.  FAS 154 is effective for
  accounting changes and correction of errors made in fiscal years beginning
  after December 15, 2005.  The implementation of FAS 154 is not expected to
  have a material impact on the Partnership's financial statements. 9 THE WILLOWBRIDGE FUND L.P.

  NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
  For the Six
  Months Ended June 30, 2005 and 2004
  (Unaudited) _______________ 3.                 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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. 4.                 FINANCIAL HIGHLIGHTS The following sets forth the financial highlights for the
  periods presented. Six Months Ended June 30, 2005 (Unaudited)Class A
      Class B
      Series 1
      Class B
      Series 2
      Class B
      Series 3Per Unit Operating Performance(for a Unit outstanding for the entire period)Net Asset Value, Beginning of the
      period
      $ 7,594.47
      $  930.79
      $ 914.59
      $ 1,077.83Loss from operations
           Net investment loss
      (162.68)
      (15.15)
      (28.58)
      (27.18)Net trading (losses)
      (1,026.68)
      (126.56)
      (130.10)
      (146.30)Net (loss)
      (1,189.36)
      (147.71)
      (158.68)
      (173.48)Net Asset Value, End of the period
      $ 6,405.11
      $ 789.08
      $ 755.91
      $    904.35Total Return(1)
      (15.66)%
      (15.22)%
      (17.35)%
      (16.10)%Total Return (excluding incentive
      fees)(2)
      (15.66)%
      (15.22)%
      (17.35)%
      (16.10)%Supplemental DataRatio of expenses to average net
      assets(3)
      7.14 %
      7.01 %
      10.53 %
      8.49 %Ratio of expenses (excluding incentive
           fees) to average net assets(3)
      7.14 %
      7.01 %
      10.53 %
      8.49 %Ratio of net investment loss
           to average net assets(3)
      (4.85)%
      (4.33)%
      (8.01)%
      (6.05)%  (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
  charges on subscriptions. (2)   Total return (excluding incentive fees)
  is derived as net income per unit and adding back incentive fees per unit
  divided by opening net asset value per unit. (3)     Annualized. (4)     Prior to liquidating redemption which
  was effective April 30, 2005. 10  THE WILLOWBRIDGE FUND L.P.

  NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
  For the Six
  Months Ended June 30, 2005 and 2004
  (Unaudited) _______________ 4.                 FINANCIAL HIGHLIGHTS (CONTINUED) Year Ended December 31, 2004Class A
      Class B(1)
      Series 1
      Class B(5)
      Series 2
      Class B(6)
      Series 3Per Unit Operating Performance(for a Unit outstanding for the entire period)Net Asset Value, Beginning of the
      period
      $7,610.95
      $1,000.00
      $  928.17
      $1,000.00Gain (loss) from operations
           Net investment loss
      (574.70)
      (31.67)
      (38.03)
      (32.57)Net trading profits (losses)
      558.22
      (37.54)
      24.45
      110.40Net (loss) income
      (16.48)
      (69.21)
      (13.58)
      77.83Net Asset Value, End of the period
      $7,594.47
      $  930.79
      $  914.59
      $1,077.83Total Return(2)
      (0.22)%
      (6.92)%
      (1.46)%
      7.78 %Total Return (excluding incentive
      fees)(4)
      1.69 %
      (7.02)%
      (1.46)%
      7.78 %Supplemental DataRatio of expenses to average net
      assets(3)
      9.61 %
      5.59 %
      8.85 %
      7.75 %Ratio of expenses (excluding incentive
           fees) to average net assets(3)
      7.36 %
      5.40 %
      8.85 %
      7.75 %Ratio of net investment loss
           to average net assets(3)
      (6.14)%
      (4.07)%
      (7.47)%
      (6.33)%  (1)     For the Period March 1, 2004 (original
  issuance of units) to December 31, 2004. (2)   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
  charges on subscriptions. (3)     Annualized for Class B. (4)    Total return (excluding incentive fees)
  is derived as net income per unit and adding back incentive fees per unit
  divided by opening net asset value per unit. (5)     For the Period June 1, 2004 (original
  issuance of units) to December 31, 2004. (6)     For the Period July 1, 2004 (original
  issuance of units) to December 31, 2004. 11 Item 2. Management's Discussion and Analysis of Financial Condition and
  Results of Operations 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 ("Commodity Interests"). 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 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 substantial
  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). 12 Class B
  Interests pay to the General Partner commission of up to 6.0 percent annually
  of the net asset value of the Class B partners' capital. The General Partner
  will pay up to 3.0 percent from this amount to properly registered selling
  agents as their compensation, and to the extent the amount is less than 3% 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 an unrealized gain/(loss) 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, options and forward contracts and financial instruments
  are recorded at  fair value in the financial statements.  Fair value is based
  on quoted market prices. 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 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. Results of Operations Comparison of
  the Three Months Ended June 30, 2005 and 2004 For the quarter
  ended June 30, 2005, the Partnership had total income comprised of net trading
  profits representing $(3,212,301) in realized gains/(losses) on closed
  positions, and $(1,067,554) in change in net unrealized gains/(losses) on open
  positions, and $246,998 in interest income. For the same quarter in 2004 the
  Partnership had total income comprised of net trading profits representing
  $(330,905) in realized gains/(losses) on closed positions and, $(4,914,546) in
  change in net unrealized gains/(losses) on open positions, and $84,859 in
  interest income. In April 2005,
  trading was unprofitable in heating oil, unleaded gasoline, crude oil, natural
  gasoline and coffee.  Gains in European fixed income markets failed to offset
  such losses. The Partnership recorded a trading loss of $8,016,425. In May
  2005, trading was profitable in the Euro currency, global fixed income markets
  and soybeans.  Losses occurred in the Japanese Yen. The Partnership recorded
  trading profits of $2,758,552. In June 2005, trading was profitable in the
  Euro currency and Swiss Franc.  Losses occurred in the Australian Dollar and
  Japanese Yen.  The Partnership recorded trading profits of $ 488,487. 13 In April 2004,
  trading was unprofitable in tropicals, financials, foreign currencies and
  metals. Gains in energy failed to offset such losses. The Partnership recorded
  a trading loss of $4,344,701. In May 2004,trading was most profitable in
  energy. The Partnership recorded trading profits of $2,161,882. In June 2004,
  trading was unprofitable in tropicals, energy, financials and foreign
  currencies. The Partnership recorded a trading loss of $3,062,632. For the quarter
  ended June 30, 2005, the Partnership had expenses comprised of $413,667 in
  brokerage commissions (including clearing and exchange fees), $209,155 in
  management fees, $113,707 in administrative expenses, and $0 in incentive
  fees. For the same quarter in 2004, the Partnership had expenses comprised of
  $409,624 in brokerage commissions (including clearing and exchange fees),
  $191,495 in management fees, $84,057 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. Management fees increased as a result of increase in average net
  assets under management during the quarter ended March 2005 as compared to
  quarter ended March 2004. 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 loss of $4,769,386 for the three
  months ended June 30, 2005, compared to a net loss of $5,845,768 for the same
  period in 2004. At June 30,
  2005, the net asset value of the Partnership was $42,423,511, compared to its
  net asset value of $43,897,183 at December 31, 2004. 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, 2005 and 2004 For the six
  months ended June 30, 2005, the Partnership had total income comprised of net
  trading profits representing $(7,100,991) in realized gains/(losses) on closed
  positions, and $1,190,368 in change in net unrealized gains on open positions,
  and $476,081 in interest income. For the same period in 2004 the Partnership
  had total income comprised of net trading profits representing $ 2,247,348 in
  realized gains on closed positions, $(3,556,448) in change in net unrealized
  gains/(losses) on open positions, and $161,447 in interest income. In January 2005,
  trading was unprofitable in foreign currencies. The Partnership recorded a
  loss of $2,288,787. In February 2005, trading was unprofitable in energy and
  long term interest rates. The Partnership recorded a loss of $2,918,378. In
  March 2005, trading was most profitable in energy. The Partnership recorded a
  gain of $5,079,665.  In April 2005, trading was unprofitable in heating oil,
  unleaded gasoline, crude oil, natural gasoline and coffee.  Gains in European
  fixed income markets failed to offset such losses. The Partnership recorded a
  trading loss of $8,016,425. In May 2005, trading was profitable in the Euro
  currency, global fixed income markets and soybeans.  Losses occurred in the
  Japanese Yen. The Partnership recorded trading profits of $2,758,552. In June
  2005, trading was profitable in the Euro currency and Swiss Franc.  Losses
  occurred in the Australian Dollar and Japanese Yen.  The Partnership recorded
  trading profits of $ 488,487. 14 In January 2004,
  trading was most profitable in energy. The Partnership recorded a trading
  profit of $744,660. In February 2004, trading was most profitable in tropicals,
  energy and financials. The Partnership recorded a trading profit of
  $3,817,574. In March 2004, trading was unprofitable in foreign currencies and
  energy. Gains in tropicals failed to offset such losses. The Partnership
  recorded a trading loss of $655,923. In April 2004, trading was unprofitable
  in tropicals, financials, foreign currencies and metals. Gains in energy
  failed to offset such losses. The Partnership recorded a trading loss of
  $4,344,701. In May 2004, trading was most profitable in energy. The
  Partnership recorded trading profits of $2,161,882. In June 2004, trading was
  unprofitable in tropicals, energy, financials and foreign currencies. The
  Partnership recorded a trading loss of $3,062,632. For the six
  months ended June 30, 2004, the Partnership had expenses comprised of $0 in
  incentive fees, $842,799 in brokerage commissions (including clearing and
  exchange fees), $424,569 in management fees, and $208,815 in administrative
  expenses.  For the same period in 2004, the Partnership had expenses comprised
  of $834,528 in incentive fees, $812,027 in brokerage commissions (including
  clearing and exchange fees), $388,840 in management fees, and $159,096 in
  administrative expenses. 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. Management fees increased as a result of increase
  in average net assets under management during the six months ended June 30,
  2004 as compared to six months ended June 30,2003.  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 loss of $6,910,725 for the six
  months ended June 30, 2005, as compared to a net loss of $3,342,184 for the
  same period in 2004. 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. 15 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. 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. 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 tie 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, 2005, 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 market exposure of the Partnership for the foreseeable future. 16 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
  energies (gas, oil) as of June 30, 2005, 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, 2005 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 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 elected to disclose the potential loss to
  earnings of its commodity price, interest rate and currency exchange rate
  sensitivity positions as of June 30, 2005. The potential loss in earnings for each market
  risk exposure as of June 30, 2005 was approximately: Trading
  portfolio: Commodity price
  risk               $   734,556 Interest rate
  risk                       $ 1,247,586 Currency
  exchange rate risk     $    965,000 17  Item 4. Market Price of and Dividends on the Registrant's Common Equity and
  Related Stockholder Matters There currently
  is no established public trading market for the Limited Partnership Units. As
  of June 30, 2005, 8,242.5963 Partnership Units were held by 547 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,
  2005 through June 30, 2005, a total of 2,404.74 Partnership Units were
  subscribed for the aggregate net subscription amount of $6,089,656.  Details
  of the net subscriptions and redemptions of these Partnership Units are as
  follows: Date
      of Subscriptions
      Net
      Amount of SubscriptionsJanuary 2005
      $
         244,953February 2005
      $
      1,687,281March 2005
      $
         482,343April 2005
      $
         164,642May 2005
      $
      2,048,919June 2005
      $
      1,461,518 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 5.  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,
  2005 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
  2005. 18 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. 31.1    Rule 13a
  - 14(a)/15d-14(a) Certification 32.1    Section
  1350 Certification    19 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: August 12,
  2005                                      By:  Ruvane Investment Corporation

                                                                          Its
  General Partner By:   
  /s/ Robert L. Lerner                                                                                
  Robert L. Lerner

                                                                                  
  President       20