UNITED STATES

                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549

                                 FORM 10-Q




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



              For the Quarterly Period Ended September 30, 1999



( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the Transition Period from ______________ to ______________



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



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

                          Telephone 609-921-0717



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                  YES __X__                        NO _________







<PAGE>



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


PART I - FINANCIAL INFORMATION
                                                                          Page
Item 1.  Unaudited Consolidated Financial Statements.........................2

         Statements of Financial Condition as of September 30, 1999
         (unaudited) and December 31, 1998...................................2

         Statements of Operations For the Three Months Ended
         September 30, 1999 and 1998 and For the Nine Months
         Ended September 30, 1999 and 1998 (unaudited).......................3

         Statements of Changes in Partners' Capital for the Nine Months
         Ended September 30, 1999 and 1998 (unaudited) ......................4

         Notes to Financial Statements for the Nine Months Ended
         September 30, 1999 (unaudited) and the Year Ended
         December 31, 1998 ..................................................5

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operation............................................6

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.........11

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.................................................12

Item 2.   Changes in Securities and Use of Proceeds.........................12

Item 3.   Defaults Upon Senior Securities...................................12

Item 4.   Submission of Matters to a Vote of Security Holders...............12

Item 5.   Other Information.................................................12

Item 6.   Exhibits and Reports on Form 8-K..................................12




                                      - 2 -
<PAGE>

<TABLE>
<CAPTION>


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

THE WILLOWBRIDGE FUND L.P.

STATEMENTS OF FINANCIAL CONDITION
AS OF SEPTEMBER 30, 1999 (unaudited) AND DECEMBER 31, 1998
---------------------------------------------------------------------------------------------------------
                                                                             September 30,   December 31,
                                                                                 1999           1998
ASSETS
<S>                                                                           <C>           <C>
EQUITY IN COMMODITY FUTURES TRADING ACCOUNT:
  Due from broker                                                             $ 24,906,013  $ 23,023,260
  Net unrealized appreciation on open futures contracts                          1,855,493       197,957
                                                                               -----------   -----------
                                                                                26,761,506    23,221,217

CASH IN BANK                                                                       832,184       205,741

ACCOUNTS RECEIVABLE                                                                 37,091        32,006
                                                                               -----------   -----------
TOTAL ASSETS                                                                  $ 27,630,781  $ 23,458,964
                                                                               ===========   ===========


LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
  Advanced subscriptions                                                      $    493,694  $    161,822
  Redemptions payable                                                              131,485       269,771
  Accrued management fees                                                           67,305        59,116
  Accrued incentive fees                                                              --          85,182
  Other accrued expenses                                                             4,176        43,740
                                                                               -----------   -----------
                                                                                   696,660       619,631
                                                                               -----------   -----------

PARTNERS' CAPITAL:
  Limited partners (5,626.631663 and 5,264.157985 fully redeemable
    units at September 30, 1999 and December 31, 1998, respectively)            25,476,079    21,765,943
  General partner (334.162071 and 271.650937 fully redeemable
    units at September 30, 1999 and December 31, 1998, respectively)             1,458,042     1,073,390
                                                                               -----------   -----------
                                                                                26,934,121    22,839,333
                                                                               -----------   -----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL                                       $ 27,630,781  $ 23,458,964
                                                                               ===========   ===========

NET ASSET VALUE PER UNIT
(Based on 5,960.793734 and 5,535.808922 units outstanding
   at September 30, 1999 and December 31, 1998, respectively)                 $   4,518.55  $   4,125.74
                                                                               ===========   ===========

                                            -3-
<PAGE>

<CAPTION>
THE WILLOWBRIDGE FUND L.P.

STATEMENTS OF INCOME (LOSS)
--------------------------------------------------------------------------------------------------------------------------------
                                                    For the three       For the three        For the nine         For the nine
                                                     months ended        months ended        months ended         months ended
                                                  September 30, 1999  September 30, 1998  September 30, 1999  September 30, 1998

<S>                                                  <C>                 <C>                  <C>                 <C>
INCOME:
  Gains (losses) on trading of commodity
    futures, forwards and options:
    Realized gains (losses) on closed
      positions, net                                 $ 1,666,095         $ 3,957,834          $ 1,912,011         $(1,007,101)
    Net change in unrealized gains (losses)
      on open futures, forwards and options           (1,627,225)          5,582,990            1,657,536           5,144,278
                                                     -----------         -----------          -----------         -----------

           Total trading profits                          38,870           9,540,824            3,569,547           4,137,177

  Interest income                                        298,873             151,418              821,479             540,370
                                                     -----------         -----------          -----------         -----------

           Total income                                  337,743           9,692,242            4,391,026           4,677,547
                                                     -----------         -----------          -----------         -----------

EXPENSES:
  Brokerage commissions                                  239,163             135,998              701,634             445,806
  Management fees                                         67,305              46,762              420,482             312,652
  Incentive fees                                              --                  --              806,378                  --
  Administrative expenses                                 26,227              69,784               97,596             237,659
                                                     -----------         -----------          -----------         -----------

           Total expenses                                332,695             252,544            2,026,090             996,117
                                                     -----------         -----------          -----------         -----------
NET INCOME                                           $     5,048         $ 9,439,698          $ 2,364,936         $ 3,681,430
                                                     ===========         ===========          ===========         ===========

NET INCOME (LOSS):

  Limited partners                                   $     5,063         $ 9,031,999          $ 2,233,550         $ 3,560,015
                                                     ===========         ===========          ===========         ===========

  General partner                                    $       (15)        $   407,699          $   131,386         $   121,415
                                                     ===========         ===========          ===========         ===========

NET (LOSS) INCOME PER UNIT                           $     (0.05)        $  1,625.04          $    392.81         $    594.97
                                                     ===========         ===========          ===========         ===========



                                                                -4-

<PAGE>

<CAPTION>


THE WILLOWBRIDGE FUND L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (unaudited)
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                   Total
                                                   General Partner                 Limited Partners               Partners'
                                                Units            Amount         Units            Amount            Capital
                                                -----------------------    ------------------------------       ------------

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

  Additions                                     68.243919       226,308      1,477.794377        4,394,342         4,620,650

  Redemptions                                         -             -       (1,007.008070)      (2,992,335)       (2,992,335)

  Net income                                          -         121,415               -          3,560,015         3,681,430
                                               ----------   -----------     -------------     ------------      ------------

PARTNERS' CAPITAL, SEPTEMBER 30, 1998          263.870631     1,028,602      5,507.219280       22,491,327        23,519,929


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

  Additions                                     62.511134       253,266        975.461670        4,094,579         4,347,845

  Redemptions                                         -             -         (612.987992)      (2,617,993)       (2,617,993)

  Net income                                          -         131,386               -          2,233,550         2,364,936
                                               ----------   -----------     -------------    -------------      ------------

PARTNERS' CAPITAL, SEPTEMBER 30, 1999          334.162071   $ 1,458,042      5,626.631663    $  25,476,079      $ 26,934,121
                                              ===========   ===========     =============    =============      ============

</TABLE>

                                                    -5-




<PAGE>


THE WILLOWBRIDGE FUND L.P.

NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 (unaudited)
AND THE YEAR ENDED DECEMBER 31, 1998

1.   GENERAL

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

2.   ORGANIZATION

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

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

3.   SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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.


                                    -6-

<PAGE>


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

The General Partner was paid a management fee equal to one percent of the
net assets of the Partnership (as defined in the Agreement) as of the last
day of the previous fiscal year-end. Such fees amounted to $228,393 and
$182,103 in the nine months ended September 30, 1999 and the year ended
December 31, 1998, respectively.

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

The CTA rebates to the Partnership the incentive and management fees
incurred by certain partners including Willowbridge employees who are also
limited partners in the Partnership. Incentive and management fees are
presented in the Partnership's financial statements gross of any amounts
rebated by the CTA. The rebate to the Partnership is recorded on the
Partnership's financial statements as a capital contribution. The incentive
and management fees rebated to these partners in the nine months ended
September 30, 1999 and the year ended December 31, 1998 were $58,019 and
$44,264, respectively.

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

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

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

Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
these estimates.

Recently Issued Accounting Pronouncements - In June 1998, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standard
No. 133, "Accounting for Derivative Instruments and Hedging Activities" (the
"Statement").  In June 1999, such Statement was amended by Statement of
Financial Accounting Standard No. 137, "Accounting for Derivative Instruments
and Hedging Activities - Deferral of the Effective Date of FASB Statement
No.133" to defer the effective date of the Statement to Fiscal Years commencing
after June 15, 2000. The General Partner does not believe that the Statement
will have a significant effect on the financial statements of the Partnership.

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


                                    -7-

<PAGE>


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

General

The Partnership is engaged in the speculative trading of commodity futures
contracts, options on commodities or commodity futures contracts and
forward contracts. The objective of the Partnership is the appreciation of
its assets through speculative trading. Willowbridge Associates Inc. is the
Partnership's trading advisor (the "Advisor").

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

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

Results of Operations

Comparison of Three Months Ended September 30, 1999 and 1998

For the quarter ended September 30, 1999, the Partnership had trading
profits comprised of $1,666,095 in realized gains on closed positions,
$1,627,225 in net change in unrealized losses on open futures and options
contracts and $298,873 in interest income. For the same quarter in 1998,
the Partnership had trading gains comprised of $3,957,834 of realized gains
on closed positions, $5,582,990 in net change in unrealized losses on open
futures and options contracts and $151,418 in interest income.

In July 1999, trading was profitable in the energy complex and foreign
financial instruments and the Partnership recorded a gain of $608,326 or
$103.00 per unit. In August 1999, trading was unprofitable in European
currencies and foreign and domestic financial instruments, resulting in a
loss of $939,937 or $159.26 per unit. In September 1999, trading was
profitable in the energy complex and metals and the Partnership recorded a
gain of $336,659 or $56.21 per unit.

In July 1998, trading was unprofitable in financial instruments, the
soybean complex and copper. Gains made in the Japanese Yen, foreign
financial instruments and gold failed to offset the losses. The Partnership
recorded a loss of $237,432 or $41.07 per unit. In August 1998, trading was
extremely profitable in both foreign and domestic financial instruments.
Unprofitable positions in foreign currencies produced some offsetting
losses. The Partnership recorded a gain of $4,420,675 or $767.79 per unit.
I September 1998, trading was extremely profitable in both foreign and
domestic financial instruments and in foreign currencies. Trading was
unprofitable in gold and the energy sector. The Partnership recorded a gain
of $5,256,455 or $898.32 per unit.


                                    -8-
<PAGE>


For the quarter ended September 30, 1999, the Partnership had expenses
comprised of $239,163 in brokerage commissions (including clearing and
exchange fees), $67,305 in management fees and $26,227 in administrative
expenses. The Partnership had no incentive fees for the quarter ended
September 30, 1999 as incentive fees are generated by quarterly profits and
the quarterly trading losses were not recouped. For the same quarter in
1998, the Partnership had expenses comprised of $135,998 in brokerage
commissions (including clearing and exchange fees), $46,762 in management
fees and $69,784 in administrative expenses. The Partnership had no
incentive fees for the quarter ended September 30, 1998 as incentive fees
are generated by quarterly profits and the quarterly trading losses were
not recouped. Brokerage commissions and management fees vary primarily as a
result of changes in assets under management. As assets under management
increased in the quarter ended September 30, 1999, as compared to the
quarter ended September 30, 1998, brokerage commissions and management fees
also increased for the three month period. Administrative fees consist
primary of legal and other expenses relating to the Partnership's reporting
requirements under the Securities Exchange Act of 1934, as amended. The
Partnership became subject to such reporting requirements in April 1998.

As a result of the above, the Partnership recorded a gain of $5,048 or a
loss of $.05 per unit for the quarter compared to a gain of $9,439,698, or
$1,625.04 per unit for the same quarter in 1998. Although the Partnership
recorded a gain for the quarter ended September 30, 1999, a loss per unit
was incurred as a decrease in income per unit was experienced as compared
to the prior quarter.

At September 30, 1999, the net asset value of the Partnership was
$26,934,121 compared to its net asset value of $22,839,333 at December 31,
1998. The net asset value per unit at September 30, 1999 was $4,518.55
compared to $4,125.74 at December 31, 1998.

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

Comparison of Nine Months Ended September 30, 1999 and 1998

For the nine ended September 30, 1999, the Partnership had trading
profits comprised of $1,912,011 in realized gains on closed positions,
$1,657,536 in net change in unrealized gains on open futures and options
contracts and $821,479 in interest income. For the same nine month period
in 1998, the Partnership had trading gains comprised of $1,007,101 in
realized losses on closed positions, $5,144,278 in net change in unrealized
gains on open futures and options contracts and $540,370 in interest
income.


                                    -9-

<PAGE>


During the nine months ended September 30, 1999, profits were generated
primarily from the energy complex, including gasoline, crude and heating
oil and positions in Japanese Yen also generated gains. Unprofitable
positions in European currencies, Swiss Franc and domestic financial
instruments offset some gains. In January 1999, trading was unprofitable in
domestic financial instruments and foreign currencies and the Partnership
recorded a loss of $754,373 or $132.99 per unit. For the same month in 1998
trading was profitable in domestic and foreign financial instruments,
silver and food products and the Partnership recorded a gain of $1,666,034
or $305.17 per unit. In February 1999, trading was profitable in foreign
and domestic financial instruments, foreign currencies, and base metals and
the Partnership recorded a gain of $1,542,118 or $263.58 per unit. For the
same month in 1998, the Partnership recorded its second worst month in its
history. Trading losses were incurred in the Japanese Yen, food products,
grains and domestic financial instruments and profits were derived from
silver as the Partnership recorded a loss of $2,993,297 or $550.98 per
unit. In March 1999, trading was unprofitable in European currencies,
coffee and silver. Profitable positions in foreign currencies, foreign
financial instruments and natural gas offset some losses and the
Partnership recorded a loss of $555,009 or $95.61 per unit. For the same
month in 1998, positions in the U.S. dollar produced most of the gains,
however, these were largely offset by losses in domestic and foreign
financial instruments, food products and grains and the Partnership
recorded a loss of $122,744 or $20.99 per unit. In April 1999, trading was
profitable in foreign currencies, European currencies, energy complex and
meats. Unprofitable positions in domestic financial instruments, corn and
wheat offset some gains and the Partnership recorded a gain of $1,473,033
or $252.22 per unit. For the same month in 1998, trading was unprofitable
in financial instruments, currencies, precious metals and energy complex
and the Partnership recorded a loss of $3,273,418 or $579.25 per unit. In
May 1999, trading was unprofitable in foreign currencies, energy complex,
base metals and coffee. Profitable positions in foreign and domestic
financial instruments failed to offset the losses and the Partnership
recorded a loss of $1,307,824 or $224.08 per unit. For the same month in
1998, trading was unprofitable in silver and grains. Profitable positions
in the Japanese Yen and foreign financial instruments failed to offset the
losses and the Partnership recorded a loss of $614,511 or $107.57 per unit.
In June 1999, trading was profitable in foreign and domestic financial
instruments and energy complex, meats and base metals. Unprofitable
positions in foreign currencies and coffee offset some profits and the
Partnership recoded a gain of $1,961,942 or $329.74 per unit. For the same
month in 1998, trading was unprofitable in foreign currencie and grains.
Profitable positions in domestic and foreign financial instruments failed
to offset the losses and the Partnership recorded a loss of $420,331 or
$76.45 per unit. In July 1999, trading was profitable in the energy complex
and foreign financial instruments and the Partnership recorded a gain of
$608,326 or $103.00 per unit. For the same month in 1998, trading was
unprofitable in financial instruments, the soybean complex and copper.
Gains made in the Japanese Yen, foreign financial instruments and gold
failed to offset the losses and the Partnership recorded a loss of $237,432
or $41.07 per unit. In August 1999, trading was unprofitable in European
currencies and foreign and domestic financial instruments and the
Partnership recorded a loss of $939,937 or $159.26 per unit. For the same
month in 1998, trading was extremely profitable in both foreign and
domestic financial instruments. Unprofitable positions in foreign
currencies produced some offsetting losses and the Partnership recorded a
gain of $4,420,675 or $770.25 per unit. In September 1999, trading was
profitable in the energy complex and metals and the Partnership recoded a
gain of $336,659 or $56.21 per unit. For the same month in 1998, trading
was extremely profitable in both foreign and domestic financial instruments
and in foreign currencies. Trading was unprofitable in gold and the energy
sector and the Partnership recorded a gain of $5,256,455 or $901.21 per
unit.



                                    -10-
<PAGE>

On June 1, 1998, the Partnership ceased using Willowbridge Associates
Inc.'s Mtech Trading Approach and all the Partnership's assets were
re-allocated to Willowbridge's Primary Program, consisting of the Argo,
Vulcan and Siren quantitative, computer-based trading systems currently
used by the Partnership. Since Mtech experienced a loss of greater than 35%
for 1998, the General Partner decided to terminate trading pursuant to
Mtech.

For the nine months ended September 30, 1999, the Partnership had expenses
comprised of $701,634 in brokerage commissions (including clearing and
exchange fees), $420,482 in management fees, $806,378 in incentive fees and
$97,596 in administrative expenses. For the same nine months in 1998, the
Partnership had expenses comprised of $445,806 in brokerage commissions
(including clearing and exchange fees), $312,652 in management fees
(including the General Partner's management fee) and $237,659 in
administrative expenses. The Partnership had no incentive fees for the nine
months ended September 30, 1998 as incentive fees are generated by
quarterly profits and trading losses were not recouped. Brokerage
commissions and management fees vary primarily as a result of changes in
assets under management. As assets under management increased in the nine
months ended September 30, 1999, as compared to the nine months ended
September 30, 1998, brokerage commissions and management fees also
increased for the nine month period. As quarterly profits for the three and
six months ending September 30, 1999 increased significantly, incentive
fees during those periods also increased. Administrative fees consist
primary of legal and other expenses relating to the Partnership's reporting
requirements under the Securities Exchange Act of 1934, as amended. The
Partnership became subject to such reporting requirements in April 1998.

As a result of the above, the Partnership recorded a gain of $2,364,936 or
$392.81 per unit for the nine month period compared to a gain of
$3,681,430, or $594.97 per unit for the same period in 1998.

Liquidity and Capital Resources

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



                                    -11-

<PAGE>

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

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

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

Year 2000 Issues

Many of the world's computer systems currently record years in a two-digit
format. Such computer systems will be unable to properly interpret dates
beyond the year 1999, which could lead to business disruptions in the U.S.
and internationally (the "Y2K" problem). The Partnership use both the
Advisor and an administrator, Derivatives Portfolio Management, LLC (the
"Administrator") herein together the "Y2K Parties", to trade, record and
process transactions. The discussion below of the actions of the Y2K
Parties are based on their representations to the General Partner. As the
millennium approaches, the Y2K Parties have undertaken initiatives to
address the Year 2000 problem. The Y2K Parties believe that they have
identified and evaluated their internal Y2K problem and that they are
devoting sufficient resources to renovating technology systems that are not
already Year 2000 compliant. As of September 30, 1999, the Y2K Parties believe
the renovation phase (as discussed below), testing efforts and integration of
the Year 2000 programs are substantially complete.

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



                                    -12-
<PAGE>

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

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

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

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



                                    -13-

<PAGE>

The Partnership will not incur any material cost for Y2K expenditures and
such expenditures would not have an affect on the Partnership's results of
operations or financial condition. These costs are incurred by the Y2K
Parties, independently of each other. The Partnership has developed a
contingency plan in the event the Y2K Parties are unable to timely resolve
their Y2K problem.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

The Partnership is a commodity pool engaged in the speculative trading of
commodity futures contracts (including agricultural and non-agricultural
commodities, currencies and financial instruments), options on commodities
or commodity futures contracts, and forward contracts. The risk of market
sensitive instruments is integral to the Partnership's primary business
activities. The futures interests traded by the Partnership involve varying
degrees of related market risk. Such market risk is often dependent upon
changes in the level or volatility of interest rates, exchange rates,
and/or market values of financial instruments and commodities. Fluctuations
in related market risk based upon the aforementioned factors result in
frequent changes in the fair value of the Partnership's open positions,
and, consequently, in its earnings and cash flow. The Partnership accounts
for open positions on the basis of mark-to-market accounting principles. As
such, any gain or loss in the fair value of the Partnership's ope 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, 1999, by market sector:

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

         Currency: The Partnership's currency exposure is to exchange rate
         fluctuations, primarily in the following countries: England, Japan,
         Switzerland other G-7 countries. Additionally, the Partnership has
         exposure to countries comprising the Euro. These fluctuations are
         influenced by interest rate changes as well as political and general
         economic conditions.  The General Partner does not anticipate that the
         risk profile of the Partnership's currency sector will change
         significantly in the future.

         Commodity: The Partnership's primary metals market exposure is to
         fluctuations in the price of copper and silver. The Partnership also
         has commodity exposures in the price of soft commodities, which are
         often directly affected by severe or unexpected weather conditions.
         Sugar accounted for the Partnership's primary soft commodities
         exposure as of September 30, 1999. Additionally, the Partnership has
         commodity exposures in soymeal, wheat, cattle and hogs at
         September 30, 1999 which are also affected by weather matters as well
         as seasonal supply and demand factors.



                                    -14-
<PAGE>

The Partnership also has exposure in the primary energy commodities; namely
crude oil, heating oil, gasoline and natural gas. The price of these
commodities is highly influenced by political conditions in the Middle
East, as well as general supply and demand factors.  The Partnership measures
its market risk related to its holdings of commodity interests based on changes
in interest rates, foreign currency rates, and commodity prices utilizing a
sensitivity analysis. The sensitivity analysis estimates the potential change
in fair values, cash flows and earnings based on a hypothetical 10% change
(increase and decrease) in interest, currency and commodity prices.
The Partnership used September 30, 1999 market rates and prices on its
instruments to perform the sensitivity analysis. The sensitivity analysis has
been prepared separately for each of the Partnership's market risk exposures
(interest rate, currency rate, and commodity price) instruments.

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

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

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

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

The Partnership has determined that the impact of a 10% change in market rates
and prices on its fair values, cash flows and earnings would not be material.
The Partnership has elected to disclose, though deemed immaterial, the
potential loss to earnings of its commodity price, interest rate and currency
exchange rate sensitivity positions as of September 30, 1999.

The potential loss in earnings for each market risk exposure as of
September 30, 1999 was:

Trading portfolio:
         Commodity price risk               $2,862,253
         Interest rate risk                 $2,333,750
         Currency exchange rate risk        $2,696,095



                                   -15-
<PAGE>


PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 2. Changes in Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.


Item 5. Other Information.

None.

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

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

         27 Financial Data Schedule

Reports on Form 8-K

None.





                                   -16-

<PAGE>


                                SIGNATURES
                                ----------


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        THE WILLOWBRIDGE FUND L.P.



Date:  November 12, 1999                By:  Ruvane Investment Corporation
                                             its General Partner

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














                                    -17-