----

 **UNITED STATES                                                    SECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549

______________

**FORM 10-Q/A                                                    (Amendment No. 1)**

______________

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

For the Quarterly Period Ended September 30, 2008

(  ) 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. 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 mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer |   |                       | Accelerated Filer         |   |
|-------------------------|--------|----------------------------|---------------------------|--------|
|                    |   |                       |                      |   |
| Non-accelerated filer   | X      | (do not check if a         | Smaller Reporting Company |   |
|                    |   | Smaller reporting company) |                      |   |
|  |  |  |  |  |  |  |  |
|--|--|--|--|--|--|--|--|

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

Yes   ̈  No x

----

PART I - FINANCIAL INFORMATION
|          |   | Page                                                                                  |          |
|---------------|--------|---------------------------------------------------------------------------------------|----------|
|          |        |
| Item 1.  |   | Condensed Financial Statements                                                        |   3 |
|          |   |                                                                                  |     |
|          |   | Condensed Statements of Financial Condition                                           |   3 |
|               |        |                                                                                       |          |
|               |        | Condensed Statements of Income                                                        |  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.                           |  15 |
|          |   |                                                                                  |     |
| Item 4T.      |   | Controls and Procedures                                                               |  16 |
|          |   |                                                                                  |     |
| PART II.      |   | OTHER INFORMATION                                                                     |     |
|          |   |                                                                                  |     |
| Item 1.       |   | Legal Proceedings.                                                                    |  16 |
|          |   |                                                                                  |     |
| Item 1A.      |   | Risk Factors                                                                          |  16 |
|          |   |                                                                                  |     |
| Item 2.       |   | Unregistered Sales of Equity Securities and Use of Proceeds                           |  16 |
|          |   |                                                                                  |     |
| Item 3.       |   | Defaults Upon Senior Securities                                                       |  17 |
|          |   |                                                                                  |     |
| Item 4.       |   | Submission of Matters to a Vote of Security Holders                                   |  17 |
|          |   |                                                                                  |     |
| Item 5.       |        | Other Information                                                                     |  17 |
|          |   |                                                                                  |     |
| Item  6. |   | Exhibits                                                                              |  17 |

 

 

 

 

2

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**PART I - FINANCIAL INFORMATION**

**Item 1.     Condensed Financial Statements**

**RFMC****WILLOWBRIDGE FUND, L.P.CONDENSED STATEMENTS OF FINANCIAL CONDITION**                                                    As of September 30, 2008 (Unaudited) and December 31, 2007                                                    ______________

|                                                                                                 |         |         | September 30,                                                                        2008 |   |         | December 31,                                                                        2007 |   |
|------------------------------------------------------------------------------------------------------|--------------|--------------|-------------------------------------------------------------------------------------------|--------|--------------|------------------------------------------------------------------------------------------|--------|
| **ASSETS**                                                                                           |         |         |                                                                                      |   |         |                                                                                     |   |
| EQUITY IN COMMODITY FUTURES TRADING ACCOUNT:                                                         |         |         |                                                                                      |   |         |                                                                                     |   |
| Due from broker (including margin deposits of $4,529,650 for 2008 and $6,496,736 for 2007) |         |  $      | 9,302,866                                                                                 |   | $            | 36,108,579                                                                               |   |
| Net unrealized gains on open positions                                                               |         |         | 1,455,147                                                                                 |   |         | 1,981,766                                                                                |   |
|                                                                                                      |         |         | 10,758,013                                                                                |   |         | 38,090,345                                                                               |   |
|                                                                                                 |         |         |                                                                                      |   |         |                                                                                     |   |
| CASH AND CASH EQUIVALENTS                                                                            |         |         | 67,978,888                                                                                |   |         | 29,790,898                                                                               |   |
|                                                                                                 |         |         |                                                                                      |   |         |                                                                                     |   |
| DUE FROM GENERAL PARTNER                                                                             |         |         | 68,139                                                                                    |   |         | 97,198                                                                                   |   |
|                                                                                                 |         |         |                                                                                      |   |         |                                                                                     |   |
| INTEREST RECEIVABLE                                                                                  |         |         | 12,062                                                                                    |   |         | 85,505                                                                                   |   |
|                                                                                                 |         |         |                                                                                      |   |         |                                                                                     |   |
| PREPAID EXPENSES                                                                                     |         |         | 157,454                                                                                   |   |         | 0                                                                                        |   |
|                                                                                                 |         |    |                                                                                      |   |         |                                                                                     |   |
| **TOTAL ASSETS**                                                                                     |         | $            | 78,974,556                                                                                |   | $            | 68,063,946                                                                               |   |
|                                                                                                 |         |         |                                                                                      |   |         |                                                                                     |   |
| **LIABILITIES AND PARTNERS' CAPITAL**                                                                |         |         |                                                                                      |   |         |                                                                                     |   |
| **LIABILITIES:**                                                                                     |         |         |                                                                                      |   |         |                                                                                     |   |
| Prepaid subscriptions                                                                                |         | $            | 118,143                                                                                   |   | $            | 520,998                                                                                  |   |
| Redemptions payable                                                                                  |         |         | 565,423                                                                                   |   |         | 3,500,288                                                                                |   |
| Other accrued expenses                                                                               |         |         | 124,847                                                                                   |   |         | 174,653                                                                                  |   |
| Accrued management fees                                                                              |         |         | 184,850                                                                                   |   |         | 165,695                                                                                  |   |
| Accrued incentive fees                                                                               |         |         | 1,347,544                                                                                 |   |         | 720,556                                                                                  |   |
|                                                                                                 |         |         |                                                                                      |   |         |                                                                                     |   |
| **TOTAL LIABILITIES**                                                                                |         |         | 2,340,807                                                                                 |   |         | 5,082,190                                                                                |   |
|                                                                                                 |         |         |                                                                                      |   |         |                                                                                     |   |
| **PARTNERS' CAPITAL**                                                                                |         |         |                                                                                      |   |         |                                                                                     |   |
| Limited partners – Class A (3,495.9896 and 4,010.8244                                          |         |         |                                                                                      |   |         |                                                                                     |   |
| fully redeemable units at September 30, 2008 and December 31,                                        |         |         |                                                                                      |   |         |                                                                                     |   |
| 2007, respectively                                                                                   |         |         | 33,178,275                                                                                |   |         | 30,350,478                                                                               |   |
| Limited partners – Class B (39,942.3959 and 37,025.0626                                        |         |         |                                                                                      |   |         |                                                                                     |   |
| fully redeemable units at September 30, 2008 and December 31,                                        |         |         |                                                                                      |   |         |                                                                                     |   |
| 2007, respectively)                                                                                  |         |         | 42,398,760                                                                                |   |         | 31,798,711                                                                               |   |
| General partner – Class A (111.3458 and 110.0239                                               |         |         |                                                                                      |   |         |                                                                                     |   |
| fully redeemable units at September 30, 2008 and December 31,                                        |         |         |                                                                                      |   |         |                                                                                     |   |
| 2007, respectively)                                                                                  |         |         | 1,056,714                                                                                 |   |         | 832,567                                                                                  |   |
|                                                                                                 |         |         |                                                                                      |   |         |                                                                                     |   |
| **TOTAL PARTNERS' CAPITAL**                                                                          |         |         | 76,633,749                                                                                |   |         | 62,981,756                                                                               |   |
|                                                                                                 |         |    |                                                                                      |   |         |                                                                                     |   |
| **TOTAL LIABILITIES AND PARTNERS' CAPITAL**                                                          |         | $            | 78,974,556                                                                                |   | $            | 68,063,946                                                                               |   |
|                                                                                                 |    |         |                                                                                      |   |         |                                                                                     |   |
| **NET ASSET VALUE PER UNIT –**                                                                 |         |         |                                                                                      |   |         |                                                                                     |   |
| Class A (based on Partners' Capital of $34,234,989 and $31,183,045                                   |         |         |                                                                                      |   |         |                                                                                     |   |
| and 3,607.3354 and 4,120.8483 fully redeemable units outstanding)                                    |         | $            | 9,490.38                                                                                  |   | $            | 7,567.14                                                                                 |   |
|                                                                                                 |         |         |                                                                                      |   |         |                                                                                     |   |
| Class B Series 1 – (based on Partners' Capital of $3,381,777 and $2,957,099                    |         |         |                                                                                      |   |         |                                                                                     |   |
| and 2,800.7125 and 3,094.0204 fully redeemable units outstanding)                                    |         | $            | 1,207.47                                                                                  |   | $            | 955.75                                                                                   |   |
|                                                                                                 |         |         |                                                                                      |   |         |                                                                                     |   |
| Class B Series 2 – (based on Partners' Capital of $38,925,186 and $28,767,879                  |         |         |                                                                                      |   |         |                                                                                     |   |
| and 37,070.9300 and 33,860.2888 fully redeemable units outstanding)                                  |         | $            | 1,050.02                                                                                  |   | $            | 849.61                                                                                   |   |
|                                                                                                 |         |         |                                                                                      |   |         |                                                                                     |   |
| Class B Series 3 – (based on Partners' Capital of $91,797 and $73,733                          |         |         |                                                                                      |   |    |                                                                                     |   |
| and 70.7534 and 70.7534 fully redeemable units outstanding)                                          |         | $            | 1,297.42                                                                                  |   | $            | 1,042.12                                                                                 |   |
|                                                                                                 |         |         |                                                                                      |   |         |                                                                                     |   |

See Notes to Financial Statements

3

----

**RFMC****WILLOWBRIDGE FUND, L.P.CONDENSED STATEMENTS OF INCOME**For the Three Months and Nine Months Ended September 30, 2008 and 2007                                                    (Unaudited)                                                    ______________

|                                     |   | Nine Months Ended                                                                    September 30, |       | Three Months Ended                                                                    September 30, |         |
|------------------------------------------|--------|----------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------|--------------|
|                                          |        |                                                                                                    | 2008       |                                                                                                     |              | 2007 |  |  | 2008 |  |  | 2007 |  |
| NET INVESTMENT (LOSS)                    |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |   |
| Income:                                  |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |   |
| Interest income                          |   | $                                                                                                  | 1,232,288  |                                                                                                | $            | 2,000,438 |   | $ | 384,384 |   | $ | 661,605 |   |
|                                     |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |   |
| Expenses:                                |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |   |
| Brokerage commissions                    |   |                                                                                               | 2,603,597  |                                                                                                |         | 2,114,718 |   |   | 896,062 |   |   | 723,781 |   |
| Management fees                          |   |                                                                                               | 1,013,989  |                                                                                                |         | 873,736 |   |   | 342,304 |   |   | 295,704 |   |
| Incentive fees                           |   |                                                                                               | 5,222,269  |                                                                                                |         | 0 |   |   | 1,347,545 |   |   | 0 |   |
| Accounting and administrative fees       |   |                                                                                               | 365,646    |                                                                                                |         | 409,843 |   |   | 99,620 |   |   | 133,236 |   |
|                                     |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |   |
| Total expenses                           |   |                                                                                               | 9,205,501  |                                                                                                |         | 3,398,297 |   |   | 2,685,531 |   |   | 1,152,721 |   |
|                                     |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |   |
| Net investment loss                      |   |                                                                                               | (7,973,213 | )                                                                                                   |         | (1,397,859 | ) |   | (2,301,147 | ) |   | (491,116) | )) |
|                                     |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |   |
| TRADING PROFITS                          |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |   |
| Profits on trading of commodity futures: |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |   |
| Net realized gains on closed positions   |   |                                                                                               | 24,166,638 |                                                                                                |         | 5,438,577 |   |   | 8,001,052 |   |   | 2,293,217 |   |
| Change in net unrealized gains      |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |   |
| on open positions                        |   |                                                                                               | (526,619   | )                                                                                                   |         | 1,641,359 |   |   | (1,657,272 | ) |   | 276,698 |   |
|                                     |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |   |
| Total trading profits                    |   |                                                                                               | 23,640,019 |                                                                                                |         | 7,079,936 |   |   | 6,343,780 |   |   | 2,569,915 |   |
|                                     |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |   |
| NET INCOME                               |   | $                                                                                                  | 15,666,806 |                                                                                                | $            | 5,682,077 |   | $ | 4,042,633 |   | $ | 2,078,799 |   |
|                                     |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |   |
| NET INCOME PER UNIT                      |   |                                                                                               |            |                                                                                                |         |  |   |   |  |   |   |  |   |
|                                     |   |                                                                                               |       |                                                                                                |    |   |   |   |   |   |   |   |   |
| Class A                                  |   | $                                                                                                  | 1,923.24   |                                                                                                | $            | 654.83 |   | $ | 517.06 |   | $ | 245.77 |   |
|                                     |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |   |
| Class B – Series 1                 |   | $                                                                                                  | 251.72     |                                                                                                | $            | 88.20 |   | $ | 68.59 |   | $ | 33.00 |   |
|                                     |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |    |
| Class B – Series 2                 |   | $                                                                                                  | 200.41     |                                                                                                | $            | 63.56 |   | $ | 52.30 |   | $ | 24.08 |   |
|                                     |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |   |
| Class B – Series 3                 |   | $                                                                                                  | 255.30     |                                                                                                | $            | 84.11 |   | $ | 67.65 |   | $ | 31.70 |   |
|                                     |   |                                                                                               |       |                                                                                                |         |   |   |   |   |   |   |   |   |

 

 

See Notes to Financial Statements

4

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**RFMC****WILLOWBRIDGE FUND, L.P.CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL**                                                    For the Nine Months Ended September 30, 2008 and 2007                                                    (Unaudited)                                                    ________________
|                    |        | CLASS A         |        |
|--------------------|--------|-----------------|--------|
|                    |        | General Partner |        | Limited Partners |  | Total |  |
|                    |        | Units           |        | Amount |  | Units |  | Amount |  | Class A |  |
| PARTNERS' CAPITAL, |   |            |   |   |   |   |   |   |   |   |   |
| JANUARY 1, 2008    |   | 110.0239        |   | $ | 832,567 |   | 4,010.8244 |   | $ | 30,350,478 |   | $ | 31,183,045 |   |
|               |   |            |   |   |   |   |   |   |   |   |   |   |   |   |
| Subscriptions      |   | 1.3219          |   |   | 10,925 |   | 165.5506 |   |   | 1,343,722 |   |   | 1,354,647 |   |
|               |   |            |   |   |   |   |   |   |   |   |   |   |   |   |
| Redemptions        |   | –         |   |   | – |   | (680.3854 | ) |   | (5,839,133 | ) |   | (5,839,133 | ) |
|               |   |            |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income         |   | –         |   |   | 213,222 |   | – |   |   | 7,323,208 |   |   | 7,536,430 |   |
|               |   |            |   |   |   |   |   |   |   |   |   |   |   |   |
| PARTNERS' CAPITAL, |   |            |   |   |   |   |   |   |   |   |   |   |   |   |
| SEPTEMBER 30, 2008 |   | 111.3458        |   | $ | 1,056,714 |   | 3,495.9896 |   | $ | 33,178,275 |   | $ | 34,234,989 |   |
|               |   |            |   |   |   |   |   |   |   |   |   |   |   |   |

 
|                    |        | CLASS B LIMITED PARTNERS |        |
|--------------------|--------|--------------------------|--------|
|                    |        | Series 1                 |        |  | Series 2 |  | Series 3 |  |  | Total |  |
|                    |        | Units                    |        |  | Amount |  |  | Units |  |  | Amount |  |  | Units |  |  | Amount |  |  | Class B |  |
| PARTNERS' CAPITAL, |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| JANUARY 1, 2008    |   | 3,094.0204               |   | $ | 2,957,099 |   |   | 33,860.2888 |   | $ | 28,767,879 |   |   | 70.7534 |   | $ | 73,733 |   | $ | 31,798,711 |   |
|               |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Subscriptions      |   | –                  |   |   | – |   |   | 4,978.8714 |   |   | 4,513,015 |   |   | – |   |   | – |   |   | 4,513,015 |   |
|               |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Redemptions        |   | (293.3079                | )      |   | (318,000 | ) |   | (1,768.2302 | ) |   | (1,725,342 | ) |   | – |   |   | – |   |   | (2,043,342 | ) |
|               |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income         |   | –                  |   |   | 742,678 |   |   | – |   |   | 7,369,634 |   |   | – |   |   | 18,064 |   |   | 8,130,376 |   |
|               |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| PARTNERS' CAPITAL, |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| SEPTEMBER 30, 2008 |   | 2,800.7125               |   | $ | 3,381,777 |   |   | 37,070.9300 |   | $ | 38,925,186 |   |   | 70.7534 |   | $ | 91,797 |   | $ | 42,398,760 |   |
|               |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 
|                    |        | CLASS A         |        |
|--------------------|--------|-----------------|--------|
|               |   | General Partner |   | Limited Partners |   | Total |   |
|                    |        | Units           |        |  | Amount |  | Units |  |  | Amount |  |  | Class A |  |
| PARTNERS' CAPITAL, |   |            |   |   |   |   |   |   |   |   |   |   |   |   |
| JANUARY 1, 2007    |   | 139.6025        |   | $ | 853,304 |   | 4,648.9724 |   | $ | 28,416,300 |   | $ | 29,269,604 |   |
|               |   |            |   |   |   |   |   |   |   |   |   |   |   |   |
| Subscriptions      |   | 1.1720          |   |   | 7,195 |   | 398.2668 |   |   | 2,411,113 |   |   | 2,418,308 |   |
|               |   |            |   |   |   |   |   |   |   |   |   |   |   |   |
| Redemptions        |   | (30.9231        | )      |   | (200,000 | ) | (529.8762 | ) |   | (3,294,740 | ) |   | (3,494,740 | ) |
|               |   |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Transfer           |   | –         |   |   | – |   | (4.2373 | ) |   | (24,118 | ) |   | (24,118 | ) |
|               |   |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income         |   | –         |   |   | 82,888 |   | – |   |   | 3,032,719 |   |   | 3,115,607 |   |
|               |   |            |   |   |   |   |   |   |   |   |   |   |   |   |
| PARTNERS' CAPITAL, |   |            |   |   |   |   |   |   |   |   |   |   |   |   |
| SEPTEMBER 30, 2007 |   | 109.8514        |   | $ | 743,387 |   | 4,513.1257 |   | $ | 30,541,274 |   | $ | 31,284,661 |   |
|               |   |            |   |   |   |   |   |   |   |   |   |   |   |   |

 
|                              |   | CLASS B LIMITED PARTNERS |   |
|-----------------------------------|--------|--------------------------|--------|
|                              |   | Series 1                 |   | Series 2 |   | Series 3 |   | Total |   |
|                              |   | Units                    |   | Amount |   | Units |   | Amount |   | Units |   | Amount |   | Class B |   |
| PARTNERS' CAPITAL,                |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |
|    JANUARY 1, 2007 |   | 2,871.3178               |   | $ | 2,194,998 |   | 37,829.1688 |   | $ | 26,477,077 |   | 120.2534 |   | $ | 102,226 |   | $ | 28,774,301 |   |
|                              |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Subscriptions                     |   | 403.6256                 |   |   | 315,000 |   | 3,220.1820 |   |   | 2,260,000 |   | – |   |   | – |   |   | 2,575,000 |   |
|                              |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Redemptions                       |   | (214.7167                | )      |   | (164,833 | ) | (6,664.5031 | ) |   | (4,778,839 | ) | (49.5000 | ) |   | (40,296 | ) |   | (4,983,968 | ) |
|                              |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Transfer                          |   | 33.7938                  |   |   | 24,118 |   | – |   |   | – |   | – |   |   | – |   |   | 24,118 |   |
|                              |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income                        |   | –                  |   |   | 268,855 |   | – |   |   | 2,293,447 |   | – |   |   | 4,168 |   |   | 2,566,470 |   |
|                              |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| PARTNERS' CAPITAL,                |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| SEPTEMBER 30, 2007                |   | 3,094.0205               |   | $ | 2,638,138 |   | 34,384.8477 |   | $ | 26,251,685 |   | 70.7534 |   | $ | 66,098 |   | $ | 28,955,921 |   |
|                              |   |                     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 

See Notes to Financial Statements

5

----

**RFMC****WILLOWBRIDGE FUND, L.P.NOTES TO CONDENSED FINANCIAL STATEMENTS**                                                    For the Nine Months Ended September 30, 2008 and 2007                                                    (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, 2007. 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 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. These investments are classified as Level 1 fair value estimates (quoted prices in active markets for identical assets) under the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157"). |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|     |   | 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 fair value of the U.S. Treasury bills as of September 30, 2008 and December 31, 2007 was $0 and $7,854,672, 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 Nine Months Ended September 30, 2008 and 2007                                                    (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. Accordingly, such contracts are classified as Level 1 fair value estimates under the provisions of FAS 157. Gains or losses are realized when contracts are liquidated, on a                                                                    first-in-first-out basis. Realized gains are netted with realized losses for financial reporting purposes and shown under the caption "Net realized gains on closed positions" in the Condensed Statements of Income. "Net unrealized gains on open positions" are reflected in the Condensed Statements of Financial Condition. Any change in net unrealized gain or loss from the preceding period is reported in the Condensed Statements of                                                                    Income under the caption "Change in net unrealized gains on open positions."  Interest income is recognized on an accrual basis. |
|   |   |                                        |   |   |
|   |   | D.                                          |   | Commissions |
|   |   |                                        |   |   |
|   |   |                                        |   | The Class A partners pay to the General Partner a flat commission of 4.0% 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 commission equal to the following percentages of each Series' applicable net asset value: Series 1 – 3%, Series 2 – 6%, and Series 3 – 5%. From these amounts, the                                                                    General Partner will pay for actual trading commissions incurred by the Partnership, and will pay up to 3.0% 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                                                                September 30, |    | Nine Months Ended                                                                September 30, |
|--------------------------|--------|-------------------------------------------------------------------------------------------------|---------|------------------------------------------------------------------------------------------------|
|                     |   |                                                                                            | 2008    |                                                                                           |   | 2007 |   |   | 2008 |   |   | 2007 |
| Class A                  |   | $                                                                                               | 322,703 |                                                                                           | $ | 307,487 |   | $ | 980,731 |   | $ | 880,070 |
| Class B – Series 1 |   |                                                                                            | 23,436  |                                                                                           |   | 18,854 |   |   | 70,761 |   |   | 53,452 |
| Class B – Series 2 |   |                                                                                            | 548,862 |                                                                                           |   | 396,653 |   |   | 1,549,060 |   |   | 1,178,584 |
| Class B – Series 3 |   |                                                                                            | 1,061   |                                                                                           |   | 787 |   |   | 3,045 |   |   | 2,612 |
|                     |   |                                                                                            |    |                                                                                           |   |   |   |   |   |   |   |   |
| Total                    |   | $                                                                                               | 896,062 |                                                                                           | $ | 723,781 |   | $ | 2,603,597 |   | $ | 2,114,718 |
|                     |   |                                                                                            |    |                                                                                           |   |   |   |   |   |   |   |   |
|                     |   |                                                                                            |    |                                                                                           |   |   |   |   |   |   |   |   |

|   |   |   |   | For the three and nine months ended September 30, 2008, the General Partner received net brokerage commissions of $763,843 and $2,201,185, respectively, and for the three and nine months ended September 30, 2007, the General Partner received net brokerage commissions of $575,049 and $1,610,015, 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 September 30, 2008 and December 31, 2007, $68,139 and $97,198, 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."                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   | F.     |   | Allocation of 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.                                                                                                                                                                                                                                                        |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

7

----

**RFMC****WILLOWBRIDGE FUND, L.P.                                                    NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**                                                    For the Nine Months Ended September 30, 2008 and 2007                                                    (Unaudited)                                                    ________________

| 3.     |   | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
|--------|--------|---------------------------------------------|
|   |   |                                        |   |   |
|   |   | 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. For the three and nine months ended September 30, 2008, the CTA received incentive fees of $1,347,545 and $5,222,269, respectively. There were no incentive fees earned during the three and nine months ended September 30, 2007. |
|   |   |                                        |   |   |
|   |   | 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 2008 and                                                                    2007 was $629,816 and $580,439, respectively. For the three and nine month periods ended September 30, 2008, the Partnership recorded management fee expense earned by the General Partner of $157,454 and $472,363, respectively, and for the three and nine month periods ended September 30, 2007, the Partnership recorded management fee expense earned by the General Partner of $145,110 and $435,329, respectively. As of September 30,                                                                    2008 and December 31, 2007, the unamortized prepaid management fees were $157,454 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 $184,850 and $541,626 for the three and nine months ended September 30, 2008, respectively, and $150,594 and $438,407 for the three and nine months ended September 30, 2007, respectively. As of                                                                    September 30, 2008 and December 31, 2007, $184,850 and $165,695 were due to Willowbridge, respectively. |
|   |   |                                        |   |   |
|   |   | 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. |
|   |   |                                        |   |   |
|   |   |                                        |   | The Partnership accounts for uncertainties in income tax positions taken or expected to be taken under the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48) entitled "Accounting For Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109."  FIN 48 had no impact on the Partnership's financial statements. |
|   |   |                                        |   |   |
|   |   | 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 nine months ended September 30, 2008, the General Partner received initial administrative fees of $4,905 and $6,065, respectively, and for the three and nine months ended                                                                    September 30, 2007 the General Partner received initial administrative fees $1,020 and $3,952, respectively. |
|   |   |                                        |   |   |

 

8

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**RFMC****WILLOWBRIDGE FUND, L.P.                                                    NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**                                                    For the Nine Months Ended September 30, 2008 and 2007                                                    (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 with 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 Financial Accounting Standards Board ("FASB") issued FAS 157. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The Partnership adopted FAS 157 as of January 1, 2008. The adoption of FAS 157 did not have a material impact on the Partnership's financial statements. |
|   |   |                                        |   |   |
|   |   |                                        |   | Fair value of an investment is the amount that would be receivedto sell the investment in an orderly transaction between market participants at the measurement date (i.e. the exit price). |
|   |   |                                        |   |   |
|   |   |                                        |   | FAS 157 established a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured                                                                    from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgmentused in measuring fair value. |
|   |   |                                        |   |   |
|   |   |                                        |   | Investments measured and reported at fair value are classified and disclosed in one of the following categories: |
|   |   |                                        |   |   |
|   |   |                                        |   | Level I – Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I are publicly traded investments. As required by FAS 157, the Partnership does not adjust the quoted price for these investments even insituations where the Partnership holds a large position and a sale could reasonably impact the                                                                    quoted price. |
|   |   |                                        |   |   |
|   |   |                                        |   | Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or othervaluation methodologies. Investments which are generally included in this category are investments valued using market data. |
|   |   |                                        |   |   |
|   |   |                                        |   | Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair value for these investments are determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public                                                                    exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.                                                                    Investments that are included in this category generally are privately held debt and equity securities. |
|   |   |                                        |   |   |
|   |   |                                        |   | In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The General Partner's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment,                                                                    and considers factors specific to the investment. |

 

9

----

**RFMC****WILLOWBRIDGE FUND, L.P.                                                    NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**                                                    For the Nine Months Ended September 30, 2008 and 2007                                                    (Unaudited)                                                    ______________

| 3.     |   | SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
|--------|--------|---------------------------------------------|
|   |   |                                        |   |   |
|   |   | N.                                          |   | Recently Issued Accounting Pronouncements (continued) |
|   |   |                                        |   |   |
|   |   |                                        |   | The following table summarizes the valuation of the Partnership's investments by the above FAS 157 fair value hierarchy levels as of September 30, 2008: |
|   |   |                                        |   |   |
|   |   |                                        |   |   |   | Total |   | Level |   | Level II |   | Level III |
|   |   |                                        |   |   Net unrealized gains on open positions | $ | 1,455,147 | $ |   1,455,147 |   | N/A |   | N/A |
|   |   |                                        |   |   Money market mutual funds | $ | 65,788,834 | $ | 65,788,834 |   | N/A |   | N/A |
|   |   |                                        |   |   |
|   |   |                                        |   | In March 2008, the FASB issued Statement of Financial Accounting Standards (FASB) No. 161, "Disclosures about Derivative Instruments and Hedging Activities – An Amendment to FASB Statement No. 133" ("FAS 161"). FAS 161 amends FASB Statement No. 133 ("FAS 133") to provide an enhanced understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are                                                                    accounted for under FAS 133, and how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The implementation of FAS 161 is not expected to have a material impact on the Partnership's financial statements. |
|   |   |                                        |   |   |
|   |   |                                        |   | In October 2008, the FASB issued Staff Position 157-3 ("FSP 157-3") *Determining the Fair Value of  a Financial Asset When the Market for That Asset is Not Active*, which clarifies the application of FAS 157 in a market that is not active.  FSP 157-3 is effective upon issuance, including prior periods for which financial statements have not been issued.  The implementation of FSP 157-3 did                                                                    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. |
|   |   |                                        |   |   |

 

10

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**RFMC****WILLOWBRIDGE FUND, L.P.                                                    NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**                                                    For the Nine Months Ended September 30, 2008 and 2007                                                    (Unaudited)                                                    ______________

| 4.       |                                                                                                                                                                                                                    | FINANCIAL HIGHLIGHTS                                                         |
|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------|
|                                   |                                                                                                                                                                                                                    |                                                                         |
|                                   |                                                                                                                                                                                                                    | The following sets forth the financial highlights for the periods presented: |
|                                   |                                                                                                                                                                                                                    |                                                                         |
|                                   |                                                                                                                                                                                                                    |                                                                         |   | Nine Months Ended September 30, 2008 |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   | Class B |   |   | Class B |   |   | Class B |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   | Class A |   |   | Series 1 |   |   | Series 2 |   |   | Series 3 |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | Per Unit Operating Performance                                                                                                                                                                                          |                                                                         |   |   |   |   |    |   |   |   |   |   |   |   |
|                                   | (for a Unit outstanding for the entire period)                                                                                                                                                                          |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | Net Asset Value, Beginning of the period                                                                                                                                                                                |                                                                         | $ | 7,567.14 |   | $ | 955.75 |   | $ | 849.61 |   | $ | 1,042.12 |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | Income (loss) from operations                                                                                                                                                                                           |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   |    Net investment loss                                                                                                                                                                                   |                                                                         |   | (890.49 | ) |   | (104.63 | ) |   | (113.03 | ) |   | (130.70 | ) |
|                                   |    Net trading profits                                                                                                                                                                                   |                                                                         |   | 2,813.73 |   |   | 356.35 |   |   | 313.44 |   |   | 386.00 |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   |             Net income                                                                                                                                      |                                                                         |   | 1,923.24 |   |   | 251.72 |   |   | 200.41 |   |   | 255.30 |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | Net Asset Value, End of the period                                                                                                                                                                                      |                                                                         | $ | 9,490.38 |   | $ | 1,207.47 |   | $ | 1,050.02 |   | $ | 1,297.42 |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | Total Return(1), (4)                                                                                                                                                                                                    |                                                                         |   | 25.42 | % |   | 26.34 | % |   | 23.59 | % |   | 24.50 | % |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | Total Return (excluding incentive fees)(2), (4)                                                                                                                                                                         |                                                                         |   | 33.64 | % |   | 34.55 | % |   | 31.72 | % |   | 32.68 | % |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | Supplemental Data                                                                                                                                                                                                       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |    |   |   |   |   |   |   |   |
|                                   | Ratios to average net asset value                                                                                                                                                                                       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   |    Expenses prior to incentive fee(5)                                                                                                                                                                    |                                                                         |   | 6.67 | % |   | 5.63 | % |   | 8.66 | % |   | 7.56 | % |
|                                   |    Incentive fees(4)                                                                                                                                                                                     |                                                                         |   | 7.50 | % |   | 7.41 | % |   | 7.45 | % |   | 7.38 | % |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   |             Total expenses                                                                                                                                  |                                                                         |   | 14.17 | % |   | 13.04 | % |   | 16.11 | % |   | 14.94 | % |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | Ratios of net investment loss(3), (5)                                                                                                                                                                                   |                                                                         |   | (4.31 | )% |   | (3.29 | )% |   | (6.32 | )% |   | (5.24 | )% |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |
|                                   |                                                                                                                                                                                                                    |                                                                         | Year Ended December 31, 2007 |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   | Class B |   |   | Class B |   |   | Class B |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   | Class A |   |   | Series 1 |   |   | Series 2 |   |   | Series 3 |   |
|                                   | Per Unit Operating Performance                                                                                                                                                                                          |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | (for a Unit outstanding for the entire year)                                                                                                                                                                            |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | Net Asset Value, Beginning of the year                                                                                                                                                                                  |                                                                         | $ | 6,112.38 |   | $ | 764.46 |   | $ | 699.91 |   | $ | 850.09 |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | Income (loss) from operations                                                                                                                                                                                           |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   |    Net investment loss                                                                                                                                                                                   |                                                                         |   | (249.77 | ) |   | (23.79) |   |   | (42.16 |  ) |   | (41.96 | ) |
|                                   |    Net trading profits                                                                                                                                                                                   |                                                                         |   | 1,704.53 |   |   | 215.08 |   |   | 191.86 |   |   | 233.99 |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   |             Net income                                                                                                                                      |                                                                         |   | 1,454.76 |   |   | 191.29 |   |   | 149.70 |   |   | 192.03 |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | Net Asset Value, End of the year                                                                                                                                                                                        |                                                                         | $ | 7,567.14 |   | $ | 955.75 |   | $ | 849.61 |   | $ | 1,042.12 |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | Total Return(1)                                                                                                                                                                                                         |                                                                         |   | 23.80 | % |   | 25.02 | % |   | 21.39 | % |   | 22.59 | % |
|                              |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | Total Return (excluding incentive fees)(2)                                                                                                                                                                              |                                                                         |   | 25.10 |  % |   | 26.37 | % |   | 22.61 | % |   | 23.77 | % |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |    |   |   |   |   |   |
|                                   | Supplemental Data                                                                                                                                                                                                       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |    |   |   |   |   |    |
|                                   | Ratios to average net asset value                                                                                                                                                                                       |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   |    Expenses prior to incentive fee                                                                                                                                                                       |                                                                         |   | 7.04 | % |   | 5.98 | % |   | 9.01 | % |   | 7.95 | % |
|                                   |    Incentive fees                                                                                                                                                                                        |                                                                         |   | 1.25 | % |   | 1.27 | % |   | 1.18 | % |   | 1.13 | % |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   |             Total expenses                                                                                                                                  |                                                                         |   | 8.29 | % |   | 7.25 | % |   | 10.19 | % |   | 9.08 | % |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | Ratios of net investment loss(3)                                                                                                                                                                                        |                                                                         |   | (2.67 | )% |   | (1.67 | ) % |   | (4.65 | )% |   | (3.61 | )% |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   |                                                                                                                                                                                                                    |                                                                         |   |   |   |   |   |
| (1)                          | Total return is derived as ending net asset value less beginning net asset value divided by beginning net asset value, and excludes the effect of sales commissions and initial administrative charges on subscriptions |
| (2)                                    | Total return (excluding incentive fee) is derived as net income per unit and adding back incentive fees per unit divided by opening net asset value per unit.                                                           |
| (3)                                    | Net investment loss ratios exclude the effects of incentive fees.                                                                                                                                                       |
| (4)                                    | Not annualized.                                                                                                                                                                                                         |
| (5)                                    | Annualized.                                                                                                                                                                                                             |

*  *  *  *  *

11

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| **Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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| RFMC 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 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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| Class B Interests pay to the General Partner commissions 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| *Summary of Critical Accounting Policies*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| 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 in 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| The Partnership records all investments at fair value in its financial statements, with changes in fair value reported as a component of Trading Profits  in the Condensed Statements of Income.   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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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12                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| *Results of Operations*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| Comparison of the Three Months September 30, 2008 and 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| For the quarter ended September 30, 2008, the Partnership had total income comprised of net trading profits representing $8,001,052 in realized gains  on closed positions, and ($1,657,272) in change in net unrealized gains on open positions, and $384,384 in interest income. For the same quarter in 2007 the Partnership had total income comprised of net trading profits representing $2,293,217 in realized                                                                    gains on closed positions, and $276,698 in change in net unrealized gains on open positions, and $661,605 in interest income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| In July 2008, the Partnership was unprofitable. The Partnership had losses in gasoline, crude oil, copper, coffee, soybeans, soybean meal, the Swiss Franc and the British Pound; the Partnership had gains in wheat, gold and natural gas. The Partnership recorded a net loss of $7,080,207.  In August 2008, the Partnership was profitable. The Partnership had gains in the Euro, the British Pound, the Australian                                                                    Dollar, the Swiss Franc and silver; the Partnership had losses in wheat, sugar and crude oil. The Partnership recorded a net gain of $8,508,765.   In September 2008, the Partnership was profitable. The Partnership had gains in the Euro, the Australian Dollar, copper, US fixed income instruments and heating oil; the Partnership had losses in Japanese and European fixed income markets, gold and the Canadian Dollar. The                                                                    Partnership recorded a net gain of $2,614,075.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| In July 2007, the Partnership recorded a net loss of $550,283. Trading was unprofitable with losses in the Japanese Yen, gasoline, soybean mean and gold, and offsetting gains were made in crude oil, the Euro currency and natural gasoline. In August 2007, the Partnership recorded a net loss of $2,067,363. Trading was unprofitable in copper, crude oil, and heating oil, and there were offsetting gains in the                                                                    Japanese Yen, Japanese government bonds and wheat. In September 2007, the Partnership recorded a net gain of $4,696,445. Trading was profitable in the Euro currency, crude oil, heating oil and wheat, and there were offsetting losses in natural gasoline and copper.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| For the quarter ended September 30, 2008, the Partnership had expenses comprised of $896,062 in brokerage commissions (including clearing and exchange fees), $1,347,545 in incentive fees, $342,304 in management fees, and $99,620 in accounting and administrative fees.  For the same quarter in 2007, the Partnership had expenses comprised of $723,781 in brokerage commissions (including clearing and exchange                                                                    fees), $0 in incentive fees, $295,704 in management fees, and $133,236 in accounting and administrative 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. Accounting and                                                                    administrative fees consists primary of professional fees and other expenses relating to the Partnership's reporting requirements under Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| As a result of the above, the Partnership recorded a net gain of $4,042,633 for the three months ended September 30, 2008, compared to a net gain of $2,078,799 for the same period in 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| At September 30, 2008, the net asset value of the Partnership was $76,633,749, compared to its net asset value of $62,981,756 at December 31, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| During the quarter, the Partnership had no credit exposure to counterparties that are participants of  foreign commodities exchanges or to counterparties dealing in over the counter contracts which is considered to be  material.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Comparison of Nine Months Ended September 30, 2008 and 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| For the nine months ended September 30, 2008, the Partnership had total income comprised of net trading profits representing $24,166,638 in realized gains on closed positions, ($526,619) in change in net unrealized gains on open positions, and $1,232,288 in interest income. For the same period in 2007 the Partnership had total income comprised of net trading profits representing $5,438,577 in realized gains on                                                                    closed positions, $1,641,359 in change in net unrealized gains on open positions, and $2,000,438 in interest income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| In January 2008, the Partnership had a small gain. The Partnership earned profits trading in silver, US fixed income instruments, the Japanese Yen and soybean oil; the Partnership generated losses in the energy markets, copper and the Euro. The Partnership recorded a net gain of $322,290. In February 2008, trading was quite profitable as the Partnership had gains in silver, soybeans and soybean oil, copper,                                                                    coffee and the energy markets; the Partnership had losses in UK and US fixed income instruments and the Japanese Yen. The Partnership recorded a net gain of $7,461,150. In March 2008, trading was not profitable. The Partnership had losses in the soybean complex, gasoline, coffee and silver; the Partnership had gains in heating oil, crude oil and Japanese fixed income instruments. The Partnership recorded a net loss of                                                                    $3,795,556.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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13

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| In April 2008, the Partnership had gains in heating oil, crude oil, natural gas, European fixed income instruments, and the Australian Dollar; there were losses in the Canadian Dollar, Japanese Yen, gold and soybean meal.  The Partnership recorded a net gain of $958,138. In May 2008, the Partnership had gains in  heating oil, RBOB gasoline, crude oil and Japanese and European fixed income                                                                    instruments; there were losses in silver, copper, the Japanese Yen, gold, the British Pound, soybean meal and the Euro currency. The Partnership recorded a net gain of $3,253,689. In June 2008, the Partnership had gains in crude oil, soybeans, soybean meal, RBOB gasoline, natural gas, heating oil and  corn; there were losses in the Euro currency, wheat, copper and US fixed income instruments. The Partnership recorded a                                                                    gain  of $3,424,461.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| In July 2008, the Partnership was unprofitable. The Partnership had losses in gasoline, crude oil, copper, coffee, soybeans, soybean meal, the Swiss Franc and the British Pound; the Partnership had gains in wheat, gold and natural gas. The Partnership recorded a net loss of $7,080,207.  In August 2008, the Partnership was profitable. The Partnership had gains in the Euro, the British Pound, the Australian                                                                    Dollar, the Swiss Franc and silver; the Partnership had losses in wheat, sugar and crude oil. The Partnership recorded a net gain of $8,508,765.  In September 2008, the Partnership was profitable. The Partnership had gains in the Euro, the Australian Dollar, copper, US fixed income instruments and heating oil; the Partnership had losses in Japanese and European fixed income markets, gold and the Canadian Dollar. The                                                                    Partnership recorded a net gain of $2,614,075.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 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 gain 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 gain 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 gain of $3,597,235. In July 2007, the Partnership recorded a net loss of $550,283. Trading was unprofitable with losses in the Japanese Yen, gasoline, soybean mean and gold, and offsetting gains were made in crude                                                                    oil, the Euro currency and natural gasoline. In August 2007, the Partnership recorded a net loss of $2,067,363. Trading was unprofitable in copper, crude oil, and heating oil, and there were offsetting gains in the Japanese Yen, Japanese government bonds and wheat. In September 2007, the Partnership recorded net gain of $4,696,445. Trading was profitable in the Euro currency, crude oil, heating oil and wheat, and there were                                                                    offsetting losses in natural gasoline and copper. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| For the nine months ended September 30, 2008, the Partnership had expenses comprised of $2,603,597 in brokerage commissions (including clearing and exchange fees), $5,222,269 in incentive fees, $1,013,989 in management fees, and $365,646 in accounting and administrative fees. For the same period in 2007, the Partnership had expenses comprised of $2,114,718 in brokerage commissions (including clearing and                                                                    exchange fees), $0 in incentive fees, $873,736 in management fees, and $409,843 in accounting and administrative 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. Accounting and administrative fees consists primary of professional fees                                                                    and other expenses relating to the Partnership's reporting requirements under Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| As a result of the above, the Partnership recorded a net gain of $15,666,806 for the nine months ended September 30, 2008, as compared to a net gain of $5,682,077 for the same period in 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *Liquidity and Capital Resources*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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14

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Item 3. Quantitative and Qualitative Disclosures About Market Risk.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| 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 September 30, 2008, by market sector:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| *Interest Rate*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| *Currency*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| *Commodity*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| 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 September 30, 2008, and it is anticipated that positions in this sector will continue to be evaluated on an ongoing basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| 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 September 30, 2008 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|  •                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 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 September 30, 2008. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| The potential loss in earnings for each market risk exposure as of September 30, 2008 was approximately:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| Trading portfolio:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

|            | Commodity price risk        | $     | 404,056 |
|--------------------------------------------------------------|-----------------------------|---------------------------|---------|
|                                                         | Interest rate risk          | $                         | 220,650 |
|                                                         | Currency exchange rate risk | $                         | 208,765 |

 

15

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**Item 4T. Controls and Procedures**

The President of the General Partner (who serves as the principal executive officer and financial officer of the Partnership) evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures, which are designed to ensure that the Partnership records, processes, summarizes and reports in a timely and effective manner the information required to be                                                    disclosed in the reports filed with or submitted to the Securities and Exchange Commission. Based upon this evaluation, the General Partner concluded that, as of September 30, 2008 the Partnership's disclosure controls are effective and ensure that information required to be disclosed in the reports filed under the Securities Exchange Act of 1934 are accumulated and communicated to management of the General Partner (which consists of the                                                    principal of the General Partner) to allow timely decisions regarding required disclosure. There were no significant changes in the Partnership's internal controls or in other factors that could significantly affect those controls during the third quarter of 2008.  During the quarter NAV Consulting, Inc. replaced LAMP Technologies LLC as a provider of accounting and reporting services for the Partnership.

 

**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 1A. Risk Factors**

There are no material changes from the risk factors disclosed in the Partnership's latest Form 10-K.

**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 September 30, 2008, 43,549.7313 Partnership Units were held by 685 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, 2008 through September 30, 2008, a total of 5,145,7439 Partnership Units were subscribed for the aggregate subscription amount of $5,867,662. The monthly subscriptions of these Partnership Units are as                                                    follows:

| Date of Subscription |                                  | Amount of                                                                        Subscriptions |
|----------------------|---------------------------------------|------------------------------------------------------------------------------------------------|
|                 |         |                                                                                           |   |
| January 2008         |                                  | $                                                                                              | $536,081 |
|                 |                                  |                                                                                           |   |
| February 2008        |                                  | $                                                                                              | 859,288 |
|                 |                                  |                                                                                           |   |
| March 2008           |                                  | $                                                                                              | 1,320,303 |
|                 |                                  |                                                                                           |   |
| April 2008           |                                  | $                                                                                              | 1,726,150 |
|                 |                                  |                                                                                           |   |
| May 2008             |                                  | $                                                                                              | 612,718 |
|                 |                                  |                                                                                           |   |
| June 2008            |                                  | $                                                                                              | 78,854 |
|                 |                                  |                                                                                           |   |
| July 2008            |                                  | $                                                                                              | 257,491 |
|                 |                                  |                                                                                           |   |
| August 2008          |                                  | $                                                                                              | 378,421 |
|                 |                                  |                                                                                           |   |
| September 2008       |                                  | $                                                                                              | 98,357 |
|                 |                                  |                                                                                           |   |

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.

 

16

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**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) Certification |
|--------|--------------------|------------------------------------------|
|   |               |                                     |
| 32.1   |               | Section 1350 Certification               |

 

17

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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.
|                    |                                       | RFMC WILLOWBRIDGE FUND L.P.                                                                                                                                                                                                                                         |
|-------------------------|--------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                    |                                       |                                                                                                                                                                                                                                                                |
|                    |         |                                                                                                                                                                                                                                                                |
| Date: November 19, 2008 |                                       | By: Ruvane Fund Management Corporation                                                                Its: General Partner                                                                                                                                          |
|                    |                                       |                                                                                                                                                                                                                                                                |
|                    |                                       | By: /s/ Robert L. Lerner               Robert L. Lerner                                                                President, Principal Executive Officer and Principal Financial Officer |

18

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