---

UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

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

For the Quarterly Period Ended
September 30, 2005

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

For the Transition Period From
____ TO___

Commission File No. 000-23529THE
WILLOWBRIDGE FUND L.P.

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


4 Benedek Road,Princeton, New Jersey 08540(609)
921-0717

Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  YES
X
        NO ___

Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act).YES
___          NOX

---



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

|PART I - FINANCIAL INFORMATION |                                                                                                     
|------------------------------ | ----------------------------------------------------------------------------------------------------
|                               | Page                                                                                                
|                               |                                                                                                     
|Item 1.                        | Condensed Financial Statements                                                                      
|                               |                                                                                                     
|                               | Condensed Statements of Financial Condition                                                         
|                               |                                                                                                     
|                               | Condensed Statements of Income (Loss)                                                               
|                               |                                                                                                     
|                               | Condensed Statements of Changes in Partners'
      Capital                                          
|                               |                                                                                                     
|                               | Notes to Condensed Financial Statements                                                             
|                               |                                                                                                     
|Item 2.                        | Management's Discussion and Analysis of
      Financial Condition and Results of Operations         
|                               |                                                                                                     
|Item 3.                        | Quantitative and Qualitative Disclosures
      About Market Risk                                    
|                               |                                                                                                     
|Item 4.                        | Market Price of and Dividends on the
      Registrant's CommonEquity and Related Stockholder Matters
|                               |                                                                                                     
|Item 5.                        | Controls and Procedures                                                                             
|                               |                                                                                                     
|                               |                                                                                                     
|PART II -                      | OTHER INFORMATION                                                                                   
|                               |                                                                                                     
|Item 1.                        | Legal Proceedings                                                                                   
|                               |                                                                                                     
|Item 2.                        | Changes in Securities and Use of
    Proceeds                                                       
|                               |                                                                                                     
|Item 3.                        | Defaults Upon Senior Securities                                                                     
|                               |                                                                                                     
|Item 4.                        | Submission of Matters to a Vote of Security
      Holders                                           
|                               |                                                                                                     
|Item 5.                        | Other Information                                                                                   
|                               |                                                                                                     
|Item 6.                        | Exhibits                                                                                            

PART I - FINANCIAL
INFORMATIONItem 1.  Condensed Financial Statements

THE WILLOWBRIDGE FUND
L.P.CONDENSED STATEMENTS OF FINANCIAL CONDITIONAs of September 30,
2005 and December 31, 2004
(Unaudited)_______________

|                                                                  | September
      30, 2005  |  | December 31, 
      2004
|----------------------------------------------------------------- | ------------------------- |  | ------------------------
|ASSETS                                                            |                           |  |                         
|CASH IN
      BANK                                                | $     25,921,369          |  | $      4,621,928        
|EQUITY IN
      COMMODITY FUTURES TRADING ACCOUNT:                |                           |  |                         
|Due from broker                                                   | 28,002,143                |  | 37,734,314              
|Net unrealized gain on open
      positions                       | 3,458,633                 |  | 2,111,368               
|                                                                  | 31,460,776                |  | 39,845,682              
|                                                                  |                           |  |                         
|PREPAID
      EXPENSES                                            | 109,472                   |  | -                       
|DUE FROM
      GENERAL PARTNER                                    | 134,669                   |  | 99,808                  
|INTEREST
      RECEIVABLE                                         | 66,601                    |  | 14,174                  
|                                                                  |                           |  |                         
|TOTAL
      ASSETS                                                | $     57,692,887          |  | $    44,581,592         
|                                                                  |                           |  |                         
|LIABILITIES
      AND PARTNERS' CAPITAL                           |                           |  |                         
|LIABILITIES:                                                      |                           |  |                         
|Prepaid
    subscriptions                                         | $       1,678,258         |  | $        
    171,239   
|Redemptions
    payable                                           | 807,904                   |  | 301,925                 
|Other accrued
      expenses                                      | 84,763                    |  | 100,731                 
|Accrued management
      fees                                     | 136,114                   |  | 110,514                 
|                                                                  |                           |  |                         
|TOTAL
      LIABILITIES                                           | 2,707,039                 |  | 684,409                 
|                                                                  |                           |  |                         
|PARTNERS'
      CAPITAL:                                          |                           |  |                         
|Limited partners - Class A
      (5,843.2479 and 5,618.8166       |                           |  |                         
|fully
      redeemable units at September 30, 2005 and            |                           |  |                         
|December
      31, 2004, respectively)                            | 35,050,101                |  | 42,671,937              
|Limited partners - Class B
      (27,016.6262 and 223.3079        |                           |  |                         
|fully
      redeemable units at September 30, 2005 and            |                           |  |                         
|December
      31, 2004, respectively)                            | 19,129,321                |  | 214,258                 
|General partner - Class A
      (134.4404 and 133.1216            |                           |  |                         
|fully
      redeemable units at September 30, 2005 and            |                           |  |                         
|December
      31, 2004, respectively)                            | 806,426                   |  | 1,010,988               
|                                                                  |                           |  |                         
|TOTAL
      PARTNERS' CAPITAL                                     | 54,985,848                |  | 43,897,183              
|                                                                  |                           |  |                         
|TOTAL
      LIABILITIES AND PARTNERS' CAPITAL                     | $     57,692,887          |  | $    44,581,592         
|                                                                  |                           |  |                         
|NET ASSET
      VALUE PER UNIT - Class A                          |                           |  |                         
|(based on Partners' Capital of
      $35,856,527 and $43,682,925  |                           |  |                         
|and 5,977.6883 and 5,751.9382
      units outstanding)            | $       
       5,998.39  |  | $        7,594.47       
|                                                                  |                           |  |                         
|NET ASSET
      VALUE PER UNIT - Class B                          |                           |  |                         
|Series 1 - (based on Partners'
      Capital of $1,720,351        |                           |  |                         
|and $111,637 and 2,322.0641 and
      119.9385 units outstanding) | $           
      740.87 |  | $          
      930.79
|                                                                  |                           |  |                         
|NET ASSET
      VALUE PER UNIT - Class B                          |                           |  |                         
|Series 2 - (based on Partners'
      Capital of $17,307,385       |                           |  |                         
|and $49,268 and 24,574.3087 and
      53.8694 units outstanding)  | $          
       704.29 |  | $          
      914.59
|                                                                  |                           |  |                         
|NET ASSET
      VALUE PER UNIT - Class B                          |                           |  |                         
|Series 3 - (based on Partners'
      Capital of $101,585          |                           |  |                         
|and $53,353 and 120.2534 and
      49.5000 units outstanding)     | $           
      844.76 |  | $        1,077.83       

See Notes to Condensed Financial
Statements.



THE WILLOWBRIDGE FUND L.P.CONDENSED
STATEMENTS OF INCOME (LOSS)For the Three Months and
Nine Months Ended September 30, 2005 and 2004(Unaudited)
_______________

|                                               | Nine Months
      EndedSeptember 30, |  | Three Months
      EndedSeptember 30,
|---------------------------------------------- | ------------------------------------ |  | -------------------------------------
|                                               | 2005                                 |  | 2004                                 
|NET INVESTMENT
      INCOME (LOSS)             |                                      |  |                                      
|Income:                                        |                                      |  |                                      
|Interest
      income                          | $       833,718                      |  | $       
    279,081                 
|                                               |                                      |  |                                      
|Expenses:                                      |                                      |  |                                      
|Brokerage
      commissions                    | 1,465,113                            |  | 1,194,999                            
|Incentive
      fees                           | -                                    |  | 834,528                              
|Management
      fees                          | 669,610                              |  | 576,637                              
|Administrative
      expenses                  | 366,294                              |  | 243,014                              
|Total
      expenses                           | 2,501,017                            |  | 2,849,178                            
|Net
      investment loss                      | (1,667,299)                          |  | (2,570,097)                          
|                                               |                                      |  |                                      
|TRADING
      PROFITS (LOSSES)                 |                                      |  |                                      
|Profits (losses) on trading of
      commodity |                                      |  |                                      
|futures:                                       |                                      |  |                                      
|Realized
      losses on closed                |                                      |  |                                      
|positions, net                                 | (9,714,133)                          |  | (2,545,181)                          
|Change
      in unrealized gains/losses        |                                      |  |                                      
|on
      open positions, net                   | 1,347,265                            |  | (463,805)                            
|Total
      trading losses                     | (8,366,868)                          |  | (3,008,986)                          
|                                               |                                      |  |                                      
|NET
      LOSS                                 | $
      (10,034,167)                 |  | $    (5,579,083)                     
|                                               |                                      |  |                                      
|NET LOSS PER
      UNIT                        |                                      |  |                                      
|                                               |                                      |  |                                      
|Class A                                        | $     (1,596.08)                     |  | $      (1,002.70)                    
|                                               |                                      |  |                                      
|Class B - Series
1                             | $       
      (189.92)              |  | $        
      (192.02)             
|                                               |                                      |  |                                      
|Class B - Series
2                             | $       
      (210.30)              |  | $        
      (128.53)             
|                                               |                                      |  |                                      
|Class B - Series
3                             | $       
      (233.07)              |  | $          
      (59.89)            
|                                               |                                      |  |                                      
|                                               |                                      |  |                                      
|                                               |                                      |  |                                      
|See Notes to Condensed Financial
  Statements.



WILLOWBRIDGE FUND L.P.CONDENSED STATEMENTS
OF CHANGES IN PARTNERS' CAPITALFor the Nine Months Ended September 30,
2005 and 2004(Unaudited)_______________

CLASS AGeneral
      Partner
    
    Limited
      Partners
    
    Total
      Partners'Units
    
    Amount
    
    Units
    
    Amount
    
    CapitalPARTNERS'
      CAPITAL,      JANUARY 1,
    2005
    133.1216
    
    $    1,010,988
    
    5,618.8166
    
    $  42,671,937
    
    $    43,682,925Subscriptions
    9.1360
    
    57,891
    
    812.6287
    
    5,128,051
    
    5,185,942Redemptions
    (7.8172)
    
    (50,000)
    
    (588.1974)
    
    (3,756,587)
    
    (3,806,587)Net loss
    -
    
    (212,453)
    
    -
    
    (8,993,300)
    
    (9,205,753)PARTNERS'
      CAPITAL,      SEPTEMBER 30,
      2005
    134.4404
    
    $     
     806,426
    
    5,843.2479
    
    $  35,050,101
    
    $    
  35,856,527




|                                                       | CLASS B LIMITED PARTNERS
|------------------------------------------------------ | ------------------------
|                                                       | Series 1                
|                                                       | Units                   
|PARTNERS'
      CAPITAL,      JANUARY 1,
    2005      | 119.9385                
|                                                       |                         
|Subscriptions                                          | 2,202.1256              
|Redemptions                                            | -                       
|Net loss                                               | -                       
|                                                       |                         
|PARTNERS'
      CAPITAL,      SEPTEMBER 30,
      2005 | 2,322.0641              



|                                                       | CLASS A              
|------------------------------------------------------ | ---------------------
|                                                       | General
      Partner
|                                                       | Units                
|PARTNERS'
      CAPITAL,      JANUARY 1,
    2004      | 122.5730             
|Subscriptions                                          | 8.3087               
|Redemptions                                            | -                    
|Net loss                                               | -                    
|PARTNERS'
      CAPITAL,      SEPTEMBER 30,
      2004 | 130.8817             



|                                                       | CLASS B LIMITED PARTNERS
|------------------------------------------------------ | ------------------------
|                                                       | Series 1                
|                                                       | Units                   
|PARTNERS'
      CAPITAL,      JANUARY 1,
    2004      | -                       
|                                                       |                         
|Subscriptions                                          | 119.9385                
|Redemptions                                            | -                       
|Net loss                                               | -                       
|PARTNERS'
      CAPITAL,      SEPTEMBER 30,
      2004 | 119.9385                

See
Notes to Condensed Financial Statements.



THE WILLOWBRIDGE FUND L.P.NOTES
TO CONDENSED FINANCIAL STATEMENTSFor the Nine Months Ended September 30,
2005 and 2004(Unaudited)_______________

1.             
BASIS OF PRESENTATION

The interim condensed financial
statements of The Willowbridge Fund L.P. (the "Partnership") included herein
have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and Rule 10-01
of Regulation S-X.  Accordingly, they do not include all the information
and footnotes required by generally accepted accounting principles for complete
financial statements. These condensed financial statements are unaudited and
should be read in conjunction with the audited financial statements and notes
thereto included in the Partnership's Annual Report on Form 10-K for the year
ended December 31, 2004.  The Partnership follows the same accounting
policies in the preparation of interim reports as set forth in the annual
report.  In the opinion of management, the financial statements reflect all
adjustments, which are of a normal recurring nature, necessary for a fair
presentation of the financial position, results of operations and changes in
partners' capital for the interim periods presented and are not necessarily
indicative of a full year's results.

2.              PARTNERSHIP
ORGANIZATION

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

In accordance with the amendment to
Section 5 of the Agreement, effective January 16, 2003, the Partnership offers
separate classes of limited partnership interests, whereby interests which were
already issued by the Partnership will be designated as Class A interests. 
The Partnership also offers Class B limited partnership interests through a
private offering pursuant to Regulation D as adopted under section 4(2) of
the  Securities Act of 1933, as amended.  The Partnership will offer
the Class B interests up to an aggregate of $100,000,000.  The Partnership
began issuing Class B interests in 2004.  Commissions and redemption
charges for the Class B interests will differ from those of the Class A
interests, but in all other respects the Class A interests and the Class B
interests will be identical.  The Class A interests and Class B interests
will also be traded pursuant to the same trading program.

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

3.              SIGNIFICANT
ACCOUNTING POLICIES

A.            Due
from Broker

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



THE WILLOWBRIDGE FUND L.P.NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)For the Nine Months Ended
September 30, 2005 and 2004(Unaudited)_______________

3.             
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

B.            
Revenue Recognition

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

C.            
Commissions

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

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

Three Months EndedSeptember
30,
    Nine Months
      Ended            September
      302005
    
    2004
    
    2005
    
    2004Class A
    $   397,489
    
    $  
        380,982
    
    $   1,220,899
    
    $  1,192,371Class B - Series 1
    11,751
    
    696
    
    28,311
    
    1,084Class B - Series 2
    211,742
    
    662
    
    212,867
    
    932Class B - Series 3
    1,332
    
    612
    
    3,036
    
    612Total
    $    622,314
    
    $     382,952
    
    $   1,465,113
    
    $  1,194,999


For the three and nine months ended
September 30, 2005 and 2004, the General Partner received net brokerage
commission of $396,783 and $915,260 and $218,629 and $716,794, respectively from
the Partnership.  Net brokerage commission represents commissions charged
to Class A and Class B partners less actual brokerage commissions paid to
clearing brokers and amounts paid to selling agents for servicing Class B
limited partners.  As of September 30, 2005 and December 31, 2004, $134,669
and $99,808, respectively, is due from the General Partner for reimbursement of
brokerage commissions advanced by the Partnership.

D.            
Statement of Cash Flows

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



THE
WILLOWBRIDGE FUND L.P.NOTES TO CONDENSED FINANCIAL STATEMENTS
(CONTINUED)For the Nine Months Ended September 30, 2005 and
2004(Unaudited)_______________

3.             
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E.            
Allocation of Profits (Losses)

Net realized and
unrealized trading gains and losses, interest income and other operating income
and expenses are allocated to the partners monthly in proportion to their
capital account balance, as defined in the Agreement.

F.            
Incentive Fees

Willowbridge Associates,
Inc. ("Willowbridge"), the Commodity Trading Advisor ("CTA") of the Partnership,
is entitled to a quarterly incentive fee based on an increase in the adjusted
net asset value of the Partnership's assets allocated to trading.  The CTA
receives 25% of any new profits, as defined in the Agreement.  The term
"new profits" is defined as the increase, if any, in the adjusted net asset
value of the assets allocated to trading.

G.            
General Partner Fees, Management Fees and Prepaid Expenses

The General Partner is
paid an annual management fee equal to one percent of the net assets of the
Partnership (as defined in the Agreement) as of the last day of the previous
fiscal year.  Such annual fees amounted to $438,701 and $375,534 in 2005
and 2004, respectively.

Prepaid expenses are
comprised of the unamortized portion of the management fees paid to the General
Partner.  The fiscal year 2005 management fee is paid by the Partnership to
the General Partner in January 2005.  This amount is being amortized
(straight-line) by the Partnership over the twelve-month period ending December
31, 2005.  As of September 30, 2005 and 2004, $329,229 and $281,651 had
been amortized by the Partnership, respectively.

In addition, the
Partnership pays Willowbridge a quarterly management fee of 0.25% (1% per year)
of the net asset value of the Partnership.  These fees amounted to $135,298
and $340,381 and $93,913 and $294,986, respectively, for the three and nine
months ended September 30, 2005 and 2004, respectively.

H.            
Administrative Expenses

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

I.             
Income Taxes

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

J.             
Subscriptions

Partnership units may be
purchased on the first day of each month at the net asset value per unit
determined on the last business day of the previous month.  Partners'
contributions received in advance for subscriptions are recorded as prepaid
subscriptions in the 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, 2005 and 2004,
the General Partner received initial administrative fees of $6,864 and $51,516
and $13,908 and $56,611, respectively.





THE WILLOWBRIDGE FUND L.P.NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)For the Nine Months Ended
September 30, 2005 and 2004(Unaudited)_______________

3.             SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)

K.            
Redemptions

Limited partners may redeem some or
all of their units at net asset value per unit as of the last business day of
each month on at least ten days written notice to the General Partner. 
Class B interests are subject to an early redemption charge of up to 4.0 percent
if such interests are redeemed within 12 months of their purchase.

L.             
Estimates

The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of income (loss) and expenses during the reporting period.
Estimates include accrual of expenses such as professional fees.  Actual
results could differ from these estimates.

M.           Recently
Issued Accounting Pronouncements

In January 2003, the Financial
Accounting Standards Board issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"), which addresses consolidation by
business enterprises that control another entity through interests other than
voting interest (referred to as variable interest entity or "VIE").  On
December 24, 2003, FASB Interpretation No. 46 (Revised December 2003),
"Consolidation of Variable Interest Entities" ("FIN 46(R)"), was issued to
clarify the application of Accounting Research Bulletin No. 51, Consolidated
Financial Statements, as amended by FASB Statement No. 94, "Consolidation of All
Majority-Owned Subsidiaries".  Neither FIN 46 nor FIN 46(R) exempt
non-registered investment companies from their scope.  Nonetheless, the
effective date of FIN 46(R) has been indefinitely deferred for investment
companies (including non-registered investment companies) that are accounting
for their investments in accordance with the AICPA Audit and Accounting Guide,
Audits of Investment Companies.  A final determination regarding whether
the provisions of FIN 46(R) should be applied by non-registered investment
companies will be made by the FASB following the issuance of a final Statement
of Position by the AICPA on the clarification of the scope of the AICPA Audit
and Accounting Guide, Audits of Investment Companies.  The Partnership has
determined that if FIN 46(R) becomes applicable for non-registered investment
companies, that it is not reasonably possible that it will be required to
consolidate or disclose information about a variable interest entity upon the
effective date of FIN 46(R).

In June 2005, the FASB issued
Statement of Financial Accounting Standards No. 154, "Accounting Changes and
Error Correction" ("FAS 154").  FAS 154 replaces APB Opinion No. 20,
"Accounting Changes" and FAS No. 3, "Reporting Accounting Changes in Interim
Financial Statement."  FAS 154 requires that a voluntary change in
accounting principle be applied retrospectively with all prior period financial
statements presented on the new accounting principle.  FAS 154 is effective
for accounting changes and correction of errors made in fiscal years beginning
after December 15, 2005.  The implementation of FAS 154 is not expected to
have a material impact on the Partnership's consolidated financial
statements.



THE WILLOWBRIDGE FUND L.P.NOTES
TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)For the Nine Months Ended
September 30, 2005 and 2004(Unaudited)_______________

3.              
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

N.           
Indemnifications

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

4.             
FINANCIAL HIGHLIGHTS

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

|                                                                                   | Nine Months Ended
      September 30, 2005 (Unaudited)
|---------------------------------------------------------------------------------- | ------------------------------------------------------
|                                                                                   | Class A                                               
|Per Unit Operating Performance(for a Unit outstanding for
      the entire period) |                                                       
|                                                                                   |                                                       
|                                                                                   | $    7,594.47                                         
|                                                                                   |                                                       
|Loss from operations                                                               |                                                       
|Net investment
    loss                                                            | (228.48)                                              
|Net trading
losses                                                                 | (1,367.60)                                            
|                                                                                   |                                                       
|Net
      loss                                                                     | (1,596.08)                                            
|                                                                                   |                                                       
|Net Asset Value, End of the period                                                 | $    5,998.39                                         
|                                                                                   |                                                       
|Total Return (1)                                                                   | (21.02)%                                              
|                                                                                   |                                                       
|Total Return (excluding incentive fees)
(2)                                        | (21.02)%                                              
|                                                                                   |                                                       
|Supplemental Data                                                                  |                                                       
|                                                                                   |                                                       
|Ratio of expenses to average net assets
(3)                                        | 7.17%                                                 
|Ratio of expenses (excluding incentive
      fees)      to average net assets(3)   | 7.17%                                                 
|                                                                                   |                                                       
|Ratio of net investment
      loss      to average net assets
      (3)            | 4.75%                                                 
|________________                                                                   |                                                       

|(1) | Total return is derived as
      opening asset value less ending net asset value divided by opening net
      asset value and excludes the effect of sales commissions and initial
      administrative fees on subscriptions.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Total return (excluding incentive fees) is derived as net income
      per unit and adding back incentive fees per unit divided by opening net
      asset value per unit.                                                    
|(3) | Annualized.                                                                                                                                                                                                                   
|(4) | Prior to liquidating redemption which was effective April 30,
      2005.                                                                                                                                                     

THE
WILLOWBRIDGE FUND L.P.NOTES TO CONDENSED FINANCIAL STATEMENTS
(CONTINUED)For the Nine Months Ended September 30, 2005 and
2004(Unaudited)_______________

4.        FINANCIAL
HIGHLIGHTS (CONTINUED)



|                                                                                        | Year Ended December 31,
    2004
|--------------------------------------------------------------------------------------- | --------------------------------
|                                                                                        | Class A                         
|Per Unit Operating Performance(for a Unit outstanding for
      the entire period)      |                                 
|                                                                                        |                                 
|Net Asset Value, Beginning of the period                                                | $    7,610.95                   
|                                                                                        |                                 
|Gain (loss) from operations                                                             |                                 
|Net investment
    loss                                                                 | (574.70)                        
|Net trading profits
      (losses)                                                      | 558.22                          
|                                                                                        |                                 
|Net
      (loss) income                                                                 | (16.48)                         
|                                                                                        |                                 
|Net Asset Value, End of the period                                                      | $    7,594.47                   
|                                                                                        |                                 
|Total Return (2)                                                                        | (0.22)%                         
|                                                                                        |                                 
|Total Return (excluding incentive fees)(4)                                              | 1.69%                           
|                                                                                        |                                 
|Supplemental Data                                                                       |                                 
|                                                                                        |                                 
|Ratio of expenses to average net assets
(3)                                             | 9.61%                           
|Ratio of expenses (excluding incentive
      fees)      to average net assets
      (3) | 7.36%                           
|                                                                                        |                                 
|Ratio of net investment
      loss      to average net assets
      (3)                 | (6.14)%                         
|________________                                                                        |                                 

|(1) | For the Period March 1, 2004
      (original issuance of units) to December 31, 2004.                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Total return is derived as
      opening net asset value less ending net asset value divided by opening net
      asset value, and excludes the effect of sales commissions and initial
      administrative charges on subscriptions.
|(3) | Annualized
      for Class B.                                                                                                                                                                                                         
|(4) | Total return
      (excluding incentive fees) is derived as net income per unit and adding
      back incentive fees per unit divided by opening net asset value per
      unit.                                                      
|(5) | For the
      Period June 1, 2004 (original issuance of units) to December 31,
      2004.                                                                                                                                            
|(6) | For the
      Period July 1, 2004 (original issuance of units) to December 31,
      2004.                                                                                                                                            



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

General

The Willowbridge Fund L.P.
(the "Partnership") is engaged in the speculative trading of commodity futures
contracts, options on commodities or commodity futures contracts and forward
contracts ("Commodity Interests"). The objective of the Partnership is the
appreciation of its assets through speculative trading. Ruvane 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 payments after payment of all fees and expenses. Future results
will depend in large part upon the Commodity Interests markets in general, the
performance of its advisor, the amount of additions and redemptions and changes
in interest rates. Due to the highly leveraged nature of the Partnership's
trading activity, small price movements in Commodity Interests may result in
substantial gains or losses to the Partnership. Because of the nature of these
factors and their interaction, past performance is not indicative of future
results. As a result, any recent increases in net realized or unrealized gains
may have no bearing on any results that may be obtained in the future.

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

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

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

Class B Interests pay to the
General Partner commission of up to 6.0 percent annually of the net asset value
of the Class B partners' capital. The General Partner will pay up to 3.0 percent
from this amount to properly registered selling agents as their compensation,
and to the extent the amount is less than 3% the brokerage fee with respect to
such Class B limited partnership interests will be reduced accordingly. The
General Partner pays from this amount all commission charges and fees with
respect to the Partner's trading in Commodity Interests. The flat-rate monthly
commission is common among programs such as the Partnership.

Summary of Critical Accounting Policies

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

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

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

Results of Operations

Comparison of the Three
Months Ended September 30, 2005 and 2004

For the quarter ended
September 30, 2005, the Partnership had total income comprised of net trading
profits representing $(2,613,142) in realized losses on closed positions, and
$156,897 in change in net unrealized gains on open positions, and $357,637 in
interest income. For the same quarter in 2004 the Partnership had total income
comprised of net trading profits representing $(4,792,529) in realized losses on
closed positions, and $3,092,683 in net change in unrealized gains on open
positions, and $117,634 in interest income.

In July 2005, trading was
unprofitable in US and UK fixed income markets and profitable in energy markets,
and the Partnership recorded a loss of $4,457,688.  In August 2005, trading
was very profitable in energy markets but unprofitable in foreign currency
markets, and Partnership recorded a gain of $5,678,569. In September 2005,
trading was very profitable in natural gasoline but quite unprofitable in
heating oil, crude oil and unleaded gasoline, and Partnership recorded a loss of
$4,344,323.

In July 2004, trading was
most profitable in energy. The Partnership recorded a trading gain of $332,542.
In August 2004, trading was unprofitable in tropicals, energy and foreign
currencies. Gains in financials and metals failed to offset such losses. The
Partnership recorded a trading loss of $1,164,750. In September 2004, trading
was unprofitable in tropicals, financials and foreign currencies. Gains in
energy and metals failed to offset such losses. The Partnership recorded a
trading loss of $867,638.

For the quarter ended
September 30, 2005, the Partnership had expenses comprised of $622,314 in
brokerage commissions (including clearing and exchange fees), $245,041 in
management fees, $157,479 in administrative expenses, and $0 in incentive fees.
For the same quarter in 2004, the Partnership had expenses comprised of $382,972
in brokerage commissions (including clearing and exchange fees), $187,797 in
management fees, $83,918 in administrative expenses and $0 in incentive fees.
Incentive fees are a fraction of quarterly trading profits.  Brokerage
commissions and management fees vary primarily as a result of change in assets
under management, which are affected by net income, and capital additions and
redemptions. Management fees increased as a result of increase in average net
assets under management during the quarter ended September 2005 as compared to
quarter ended September 2004. Administrative expenses consists primary of
professional fees and other expenses relating to the Partnership's reporting
requirements under Securities Exchange Act of 1934, as amended.

As a result of the above, the
Partnership recorded a net loss of $3,123,442 for the three months ended
September 30, 2005, compared to a net loss of $2,236,899 for the same period in
2004.

At September 30, 2005, the
net asset value of the Partnership was $54,985,848, compared to its net asset
value of $43,897,183 at December 31, 2004.

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

Comparison of Nine Months
Ended September 30, 2005 and 2004

For the nine months ended
September 30, 2005, the Partnership had total income comprised of net trading
profits representing $(9,714,133) in realized losses on closed positions, and
$1,347,265 in change in net unrealized gains on open positions, and $833,718 in
interest income. For the same period in 2004 the Partnership had total income
comprised of net trading profits representing $(2,545,181) in realized losses on
closed positions, $(463,805) in change in net unrealized gains/(losses) on open
positions, and $279,081 in interest income.

In January 2005, trading was
unprofitable in foreign currencies. The Partnership recorded a loss of
$2,288,787. In February 2005, trading was unprofitable in energy and long term
interest rates. The Partnership recorded a loss of $2,918,378. In March 2005,
trading was most profitable in energy. The Partnership recorded a gain of
$5,079,665.  In April 2005, trading was unprofitable in heating oil,
unleaded gasoline, crude oil, natural gasoline and coffee.  Gains in
European fixed income markets failed to offset such losses. The Partnership
recorded a trading loss of $8,016,425. In May 2005, trading was profitable in
the Euro currency, global fixed income markets and soybeans.  Losses
occurred in the Japanese Yen. The Partnership recorded trading profits of
$2,758,552. In June 2005, trading was profitable in the Euro currency and Swiss
Franc.  Losses occurred in the Australian Dollar and Japanese Yen.
 The Partnership recorded trading profits of $ 488,487.  In July 2005,
trading was unprofitable in US and UK fixed income markets and profitable in
energy markets, and the Partnership recorded a trading Loss of $4,457,688. In
August 2005, trading was very profitable in energy markets but unprofitable in
foreign currency markets, and Partnership recorded a trading gain of $5,678,569.
In September 2005, trading was very profitable in natural gasoline but quite
unprofitable in heating oil, crude oil and unleaded gasoline, and Partnership
recorded a loss of $4,344,323.

In January 2004, trading was
most profitable in energy. The Partnership recorded a trading profit of
$744,660. In February 2004, trading was most profitable in tropicals, energy and
financials. The Partnership recorded a trading profit of $3,817,574. In March
2004, trading was unprofitable in foreign currencies and energy. Gains in
tropicals failed to offset such losses. The Partnership recorded a trading loss
of $655,923. In April 2004, trading was unprofitable in tropicals, financials,
foreign currencies and metals. Gains in energy failed to offset such losses. The
Partnership recorded a trading loss of $4,344,701. In May 2004, trading was most
profitable in energy. The Partnership recorded trading profits of $2,161,882. In
June 2004, trading was unprofitable in tropicals, energy, financials and foreign
currencies. The Partnership recorded a trading loss of $3,062,632.  In July
2004, trading was most profitable in energy. The Partnership recorded a trading
gain of $332,542. In August 2004, trading was unprofitable in tropicals, energy
and foreign currencies. Gains in financials and metals failed to offset such
losses. The Partnership recorded a trading loss of $1,164,750. In September
2004, trading was unprofitable in tropicals, financials and foreign currencies.
Gains in energy and metals failed to offset such losses. The Partnership
recorded a trading loss of $867,638.

For the nine months ended
September 30, 2005, the Partnership had expenses comprised of $0 in incentive
fees, $1,465,113 in brokerage commissions (including clearing and exchange
fees), $669,610 in management fees, and $366,294 in administrative
expenses.  For the same period in 2004, the Partnership had expenses
comprised of $834,528 in incentive fees, $1,194,999 in brokerage commissions
(including clearing and exchange fees), $576,637 in management fees, and
$243,014 in administrative expenses. Incentive fees are generated by quarterly
profits. Brokerage commissions and management fees vary primarily as a result of
change in assets under management, which are affected by net income, and capital
additions and redemptions. Management fees increased as a result of increase in
average net assets under management during the nine months ended September 30,
2005 as compared to nine months ended September 30, 2004.  Administrative
expenses consists primary of professional fees and other expenses relating to
the Partnership's reporting requirements under Securities Exchange Act of 1934,
as amended.

As a result of the above, the
Partnership recorded a net loss of $10,034,167 for the nine months ended
September 30, 2005, as compared to a net loss of $5,579,083 for the same period
in 2004.

Liquidity and Capital Resources

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

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. As of September 30,
2005 the Partnership had cash in the bank of $25,921,369 compared to $4,621,928
as of December 31, 2004.  The reasons for the increase are (i) an increase
in the assets of the Partnership which resulted in a corresponding increase in
cash and (ii) an overall decline in the amount of margin required to be posted
in connection with the Partnership's open Commodity Interests.

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

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

Item 3.  Quantitative and Qualitative Disclosures About Market
Risk.

The Partnership is a
commodity pool engaged in the speculative trading of commodity futures contracts
(including agricultural and non-agricultural commodities, currencies and
financial instruments), options on commodities or commodity futures contracts,
and forward contracts. The risk of market sensitive instruments is integral to
the Partnership's primary business activities. The futures interests traded by
the Partnership involve varying degrees of related market risk. Such market risk
is often dependent upon changes in the level or volatility of interest rates,
exchange rates, and/or market values of financial instruments and commodities.
Fluctuations in related market risk based upon the aforementioned factors result
in frequent changes in the fair value of the Partnership's open positions, and,
consequently, in its earnings and cash flow. The Partnership accounts for open
positions on a timely basis of market-to-market accounting principles. As such,
any gain or loss in the fair value of the Partnership's open positions is
directly reflected in the Partnership's earnings, whether realized or
unrealized. The Partnership's total market risk is influenced by a wide variety
of factors including the diversification effects among the Partnership's
existing open positions, the volatility present within the markets and tie
liquidity of the markets. At varying times, each of these factors may act to
exacerbate or mute the market risk associated with the Partnership. The
following were the primary trading risk exposures of the Partnership as of
September 30, 2005, by market sector:

Interest Rate

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

Currency

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

Commodity

The Partnership's primary
metals market exposure is to fluctuations in the price of gold, silver and
copper. The Partnership also has commodity exposures in the price of soft
commodities, which are often directly affected by severe or unexpected weather
conditions. The General Partner anticipates that the Advisor will maintain an
emphasis in the commodities described above. Additionally, the Partnership had
exposure to the energy markets (natural gas, crude oil, heating oil and unleaded
gasoline) as of September 30, 2005, and it is anticipated that positions in this
sector will continue to be evaluated on an ongoing basis.

The Partnership measures its
market risk, related to its holdings of Commodity Interests based on changes in
interest rates, foreign currency rates, and commodity prices utilizing a
sensitivity analysis. The sensitivity analysis estimates the potential change in
fair values, cash flows and earnings based on a hypothetical 10% change
(increase and decrease) in interest, currency and commodity prices. The
Partnership used September 30, 2005 market rates and prices on its instruments
to perform the sensitivity analysis.  The sensitivity analysis has been
prepared separately for each of the Partnership's market risk exposures
(interest rate, currency rate, and commodity price) instruments. The estimates
are based on the market risk sensitive portfolios described in the preceding
paragraph above. The potential loss in earnings is based on an immediate change
in:

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

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

The market value of the
Partnership's Commodity Interests due to a 10% change in the price of the
Commodity Instruments. The Partnership has determined that the impact of a 10%
change in market rates and prices on its fair values, cash flows and earnings
would not be material. The Partnership has elected to disclose the potential
loss to earnings of its commodity price, interest rate and currency exchange
rate sensitivity positions as of September 30, 2005.

The potential loss in
earnings for each market risk exposure as of September 30, 2005 was
approximately:

Trading portfolio:

|Commodity price risk        | $         
      347,221 
|--------------------------- | -------------------------
|Interest rate risk          | $         
      353,999 
|Currency exchange rate risk | $           
      81,459
|                            |                          

Item 4. Market Price of and Dividends on the Registrant's Common Equity
and Related Stockholder Matters

There currently is no established public trading market for the Limited
Partnership Units. As of September 30, 2005, 32,994.3144 Partnership Units were
held by 764 Limited Partners and the General Partner.

All of the Limited Partnership Units are "restricted securities" within the
meaning of Rule 144 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), and may not be sold unless registered under the
Securities Act or sold in accordance with an exemption therefrom, such as Rule
144. The Partnership has no plans to register any of the Limited Partnership
Units for resale. In addition, the Partnership Agreement contains certain
restrictions on the transfer of Limited Partnership Units.

Pursuant to the Partnership Agreement, the General Partner has the sole
discretion to determine whether distributions (other than on redemption of
Limited Partnership Units), if any, will be made to partners. The Partnership
has never paid any distributions and does not anticipate paying any
distributions to partners in the foreseeable future.

From January 1, 2005 through September 30, 2005, a total of 27,019.0684
Partnership Units were subscribed for the aggregate net subscription amount of
$24,970,141.  Details of the net subscriptions and redemptions of these
Partnership Units are as follows:

Date of
      Subscription
    Net Amount of SubscriptionsJanuary 2005
    $      244,953February 2005
    $   1,687,281March 2005
    $      482,343April 2005
    $      164,642May 2005
    $   2,048,919June 2005
    $   1,461,518July 2005
    $   8,577,520August 2005
    $   7,885,223September 2005
    $   2,417,741


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

Item 5.  Controls and Procedures

The President of the General Partner evaluated the effectiveness of the
design and operation of the Partnership's disclosure controls and procedures,
which are designed to insure that the Partnership's records, processes,
summarizes and reports in a timely and effective manner the information required
to be disclosed in the reports filed with or submitted to the Securities and
Exchange Commission. Based upon this evaluation, the General Partner concluded
that, as of September 30, 2005 the Partnership's disclosure controls are
effective. There were no  changes in the Partnership's internal
controls during the third quarter of 2005 that have materially affected or are
reasonably likely to affect the Partnership's internal control over financial
reporting.

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

31.1   Rule 13a - 14(a)/15d-14(a) Certification

32.1   Section 1350 Certification



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 14,
      2005 |  |  | By:                             
|                              |  |  | Its                             
|                              |  |  |                                 
|                              |  |  | By: 
      /s/ Robert L. Lerner 
|                              |  |  | Robert L. Lerner                
|                              |  |  | President