|   |
|--------|

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

 

**FORM 10-Q**

 

(X)            QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For            the Quarterly Period Ended June 30, 2008

 

( )            TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For            the Transition Period From ____ TO___

 

Commission File No. 000-23529

 

**RFMC WILLOWBRIDGE FUND, L.P.**

 

| **Delaware**             | **22-678474**                        |
|--------------------------|--------------------------------------|
| (a Delaware Partnership) | (I.R.S. Employer Identification No.) |

 

**4            Benedek Road**

**Princeton, New Jersey 08540**

**(609) 921-0717**

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

 

| YES | X | NO |   |   |
|-----|---|----|--------|--------|

 

Indicate by check mark whether the registrant is a large accelerated            filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.            See the definition of “large accelerated filer,” “accelerated            filer” and “smaller reporting company” in Rule 12b-2 of the Exchange            Act.

 

| Large Accelerated Filer |   |                                         | Accelerated Filer         |   |
|-------------------------|--------|----------------------------------------------|---------------------------|--------|
| Non-accelerated filer   | X      | (do not check if aSmaller reporting company) | Smaller Reporting Company |   |

 

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

 

| YES |   | NO | X |   |
|-----|--------|----|---|--------|

----

**RFMC            WILLOWBRIDGE FUND, L.P.**

**INDEX TO FORM 10-Q**

 

| PART I - FINANCIAL                            INFORMATION |                                                                                                                                              |
|-----------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                      | Page                                                                                                                                              |
| Item 1.                                                   | Condensed                            Financial Statements                                                                                         | 1 |
|                                                      | Condensed                            Statements of Financial Condition                                                                            | 1 |
|                                                      | Condensed                            Statements of Income                                                                                         | 2 |
|                                                      | Condensed                            Statements of Changes in Partners’                            Capital                                  | 3 |
|                                                      | Notes to                            Condensed Financial Statements                                                                                | 4 |
| Item 2.                                                   | Management’s                            Discussion and Analysis of Financial Condition and Results of                            Operations | 10 |
| Item 3.                                                   | Quantitative                            and Qualitative Disclosures About Market Risk                                                             | 11 |
| Item 4T.                                                  | Controls and                            Procedures                                                                                                | 12 |
|                                                      |
| PART II - OTHER                            INFORMATION    |
|                                                      |                                                                                                                                              |   |
| Item                            1.                        | Legal                            Proceedings                                                                                                      | 12 |
| Item 1A.                                                  | Risk                            Factors                                                                                                           | 12 |
| Item                            2.                        | Unregistered                            Sales of Equity 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                                                                                                                                          | 12 |

----

**PART            I - FINANCIAL INFORMATION**

**Item            1. Condensed Financial Statements**

**RFMC WILLOWBRIDGE FUND, L.P.**

**CONDENSED STATEMENTS OF FINANCIAL            CONDITION**

As of            June 30, 2008 (Unaudited) and December 31, 2007            _______________

 

|                                                                                                                                                                                                               |   | **June 30,****2008** |       | **December 31, 2007** |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------|------------|-----------------------|--------|
| ASSETS                                                                                                                                                                                                             |   |                 |       |                  |   |
| EQUITY IN COMMODITY FUTURES TRADING ACCOUNT:                                                                                                                                                                       |   |                 |       |                  |   |
| Due from broker                                                                                                                                                                                                    |   | $                    | 20,325,695 |                  | $      | 36,108,579 |   |
| Net unrealized gains on open positions                                                                                                                                                                             |   |                 | 3,112,418  |                  |   | 1,981,766 |   |
|                                                                                                                                                                                                               |   |                 | 23,438,113 |                  |   | 38,090,345 |   |
| CASH AND CASH EQUIVALENTS                                                                                                                                                                                          |   |                 | 53,523,142 |                  |   | 29,790,898 |   |
| DUE FROM GENERAL PARTNER                                                                                                                                                                                           |   |                 | 94,169     |                  |   | 97,198 |   |
| INTEREST RECEIVABLE                                                                                                                                                                                                |   |                 | 33,985     |                  |   | 85,505 |   |
| OTHER ASSETS                                                                                                                                                                                                       |   |                 | 1,700      |                  |   | 0 |   |
| PREPAID EXPENSES                                                                                                                                                                                                   |   |                 | 314,909    |                  |   | 0 |   |
| TOTAL ASSETS                                                                                                                                                                                                       |   | $                    | 77,406,018 |                  | $      | 68,063,946 |   |
| **LIABILITIES AND PARTNERS’                            CAPITAL**                                                                                                                                             |   |                 |       |                  |   |   |   |
| **LIABILITIES:**                                                                                                                                                                                                   |   |                 |       |                  |   |   |   |
| Prepaid subscriptions                                                                                                                                                                                              |   | $                    | 40,646     |                  | $      | 520,998 |   |
| Redemptions payable                                                                                                                                                                                                |   |                 | 505,909    |                  |   | 3,500,288 |   |
| Other accrued expenses                                                                                                                                                                                             |   |                 | 226,232    |                  |   | 174,653 |   |
| Accrued management fees                                                                                                                                                                                            |   |                 | 185,190    |                  |   | 165,695 |   |
| Accrued incentive fees                                                                                                                                                                                             |   |                 | 2,545,429  |                  |   | 720,556 |   |
| **TOTAL LIABILITIES**                                                                                                                                                                                              |   |                 | 3,503,406  |                  |   | 5,082,190 |   |
| **PARTNERS’ CAPITAL**                                                                                                                                                                                        |   |                 |       |                  |   |   |   |
| Limited partners – Class A (3,567.6425 and                            4,010.8244fully redeemable units at June 30, 2008 and December 31,                            2007, respectively)                      |   |                 | 32,013,595 |                  |   | 30,350,478 |   |
| Limited partners – Class B (40,577.2318 and                            37,025.0626fully redeemable units at June 30, 2008 and December 31,                            2007, respectively)                    |   |                 | 40,896,459 |                  |   | 31,798,711 |   |
| General partner – Class A (110.6122 and                            110.0239fully redeemable units at June 30, 2008 and December 31,                            2007, respectively)                           |   |                 | 992,558    |                  |   | 832.567 |   |
| **TOTAL PARTNERS’ CAPITAL**                                                                                                                                                                                  |   |                 | 73,902,612 |                  |   | 62,981,756 |   |
| **TOTAL LIABILITIES AND PARTNERS’                            CAPITAL**                                                                                                                                       |   | $                    | 77,406,018 |                  | $      | 68,063,946 |   |
| **NET ASSET VALUE PER UNIT –**                                                                                                                                                                               |   |                 |       |                  |   |   |   |
| Class A (based on Partners’ Capital of $33,006,153                            and $31,183,045and 3,678.2547 and 4,120.8483 fully redeemable units                            outstanding)                    |   | $                    | 8,973.32   |                  | $      | 7,567.14 |   |
| Class B Series 1 – (based on Partners’                            Capital of $3,189,664and $2,957,099 and 2,800.7126 and 3,094.0204 fully                            redeemable units outstanding)     |   | $                    | 1,138.88   |                  | $      | 955.75 |   |
| Class B Series 2 – (based on Partners’                            Capital of $37,619,785and $28,767,879 and 37,705.7658 and 33,860.2888 fully                            redeemable units outstanding) |   | $                    | 997.72     |                  | $      | 849.61 |   |
| Class B Series 3 – (based on Partners’                            Capital of $87,010 and $73,733and 70.7534 and 70.7534 fully redeemable units                            outstanding)                 |   | $                    | 1,229.77   |                  | $      | 1,042.12 |   |

 

See            Notes to Financial Statements.

 

1

----

**RFMC WILLOWBRIDGE FUND, L.P.**

**CONDENSED STATEMENTS OF INCOME**

For            the Three Months and Six Months Ended June 30, 2008 and 2007

(Unaudited)

_______________

 

|                                                                                                      |   | **Six Months Ended****June 30,** |       | **Three Months****Ended June 30,** |   |
|-----------------------------------------------------------------------------------------------------------|--------|----------------------------------|------------|------------------------------------|--------|
|                                                                                                      |   | **2008**                         |       | **2007**                           |   | **2008** |   | **2007** |   |
| **NET INVESTMENT LOSS**

Income:

Interest income                                                         |   | $                                | 847,904    |                               | $      | 1,338,833 |   | $ | 423,393 |   | $ | 679,064 |   |
| Expenses:

Brokerage commissions                                                                          |   |                             | 1,707,535  |                               |   | 1,390,937 |   |   | 878,792 |   |   | 690,067 |   |
| Management fees                                                                                           |   |                             | 671,685    |                               |   | 578,032 |   |   | 342,644 |   |   | 293,101 |   |
| Incentive fees                                                                                            |   |                             | 3,874,724  |                               |   | 0 |   |   | 2,545,429 |   |   | 0 |   |
| Accounting and administrative fees                                                                        |   |                             | 266,026    |                               |   | 276,607 |   |   | 135,948 |   |   | 159,465 |   |
| Total expenses                                                                                            |   |                             | 6,519,970  |                               |   | 2,245,576 |   |   | 3,902,813 |   |   | 1,142,633 |   |
| Net investment loss                                                                                       |   |                             | (5,672,066 | )                                  |   | (906,743 | ) |   | (3,479,420 | ) |   | (463,569 | ) |
| **TRADING PROFITS**                                                                                       |   |                             |       |                               |   |   |   |   |   |   |   |   |   |
| Profits on trading of commodity futures:                                                                  |   |                             |       |                               |   |   |   |   |   |   |   |   |   |
| Net realized gains on closed positions                                                                    |   |                             | 16,165,586 |                               |   | 3,145,360 |   |   | 8,566,129 |   |   | 6,178,743 |   |
| Change in net unrealized gains on open                                 positions |   |                             | 1,130,653  |                               |   | 1,364,661 |   |   | 2,549,580 |   |   | 2,008,006 |   |
| Total trading profits                                                                                     |   |                             | 17,296,239 |                               |   | 4,510,021 |   |   | 11,115,709 |   |   | 8,186,749 |   |
| **NET INCOME**                                                                                            |   | $                                | 11,624,173 |                               | $      | 3,603,278 |   | $ | 7,636,289 |   | $ | 7,723,180 |   |
| **NET INCOME PER UNIT**                                                                                   |   |                             |       |                               |   |   |   |   |   |   |   |   |   |
| Class A                                                                                                   |   | $                                | 1,406.18   |                               | $      | 409.06 |   | $ | 917.06 |   | $ | 829.72 |   |
| Class B – Series 1                                                                                  |   | $                                | 183.13     |                               | $      | 55.20 |   | $ | 118.86 |   | $ | 105.99 |   |
| Class B – Series 2                                                                                  |   | $                                | 148.11     |                               | $      | 39.48 |   | $ | 97.63 |   | $ | 90.98 |   |
| Class B – Series 3                                                                                  |   | $                                | 187.65     |                               | $      | 52.41 |   | $ | 123.02 |   | $ | 112.94 |   |

 

See            Notes to Financial Statements.

 

2

----

**RFMC WILLOWBRIDGE FUND, L.P.**

**CONDENSED STATEMENTS OF CHANGES IN            PARTNERS’ CAPITAL**

For            the Six Months Ended June 30, 2008 and 2007

(Unaudited)

_______________

 

|                                            |   | **CLASS A**         |   |
|-------------------------------------------------|--------|---------------------|--------|
|                                            |   | **General Partner** |   | **Limited Partners** |   | **Total** |   |
|                                            |   | **Units**           |   | **Amount** |   | **Units** |   | **Amount** |   | **Class A** |   |
| **PARTNERS’ CAPITAL,****JANUARY 1, 2008** |   | 110.0239            |   | $ | 832,567 |   | 4,010.8244 |   | $ | 30,350,478 |   | $ | 31,183,045 |   |
| Subscriptions                                   |   | 0.5883              |   |   | 4,804 |   | 91.4165 |   |   | 715,574 |   |   | 720,378 |   |
| Redemptions                                     |   | —             |   |   | — |   | (534.5984 | ) |   | (4,537,695 | ) |   | (4,537,695 | ) |
| Net income                                      |   | —             |   |   | 155,187 |   | — |   |   | 5,485,238 |   |   | 5,640,425 |   |
| **PARTNERS’ CAPITAL,****JUNE 30, 2008**   |   | 110.6122            |   | $ | 992,558 |   | 3,567.6425 |   | $ | 32,013,595 |   | $ | 33,006,153 |   |

 

|                                            |   | **CLASS B LIMITED PARTNERS** |   |
|-------------------------------------------------|--------|------------------------------|--------|
|                                            |   | **Series 1**                 |   | **Series 2** |   | **Series 3** |   | **Total** |   |
|                                            |   | **Units**                    |   | **Amount** |   | **Units** |   | **Amount** |   | **Units** |   | **Amount** |   | **Class B** |   |
| **PARTNERS’ CAPITAL,****JANUARY 1, 2008** |   | 3,094.0204                   |   | $ | 2,957,099 |   | 33,860.2888 |   | $ | 28,767,879 |   | 70.7534 |   | $ | 73,733 |   | $ | 31,798,711 |   |
| Subscriptions                                   |   | —                      |   |   | — |   | 4,878.6429 |   |   | 4,413,016 |   | — |   |   | — |   |   | 4,413,016 |   |
| Redemptions                                     |   | (293.3078                    | )      |   | (318,000 | ) | (1,033.1659 | ) |   | (981,016 | ) | — |   |   | — |   |   | (1,299,016 | ) |
| Net income                                      |   | —                      |   |   | 550,565 |   | — |   |   | 5,419,906 |   | — |   |   | 13,277 |   |   | 5,983,748 |   |
| **PARTNERS’ CAPITAL,****JUNE 30, 2008**   |   | 2,800.7126                   |   | $ | 3,189,664 |   | 37,705.7658 |   | $ | 37,619,785 |   | 70.7534 |   | $ | 87,010 |   | $ | 40,896,459 |   |

 

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

 

|                                                                    |   | **CLASS B LIMITED PARTNERS** |   |
|-------------------------------------------------------------------------|--------|------------------------------|--------|
|                                                                    |   | **Series1**                  |   | **Series2** |   | **Series3** |   | **Total** |   |
|                                                                    |   | **Units**                    |   | **Amount** |   | **Units** |   | **Amount** |   | **Units** |   | **Amount** |   | **Class B** |   |
| **PARTNERS’ CAPITAL, JANUARY 1,                            2007** |   | 2,871.3178                   |   | $ | 2,194,998 |   | 37,829.1688 |   | $ | 26,477,077 |   | 120.2534 |   | $ | 102,226 |   | $ | 28,774,301 |   |
| Subscriptions                                                           |   | 281.6242                     |   |   | 215,000 |   | 1,726.5630 |   |   | 1,180,000 |   | — |   |   | — |   |   | 1,395,000 |   |
| Redemptions                                                             |   | (214.7167                    | )      |   | (164,833 | ) | (3,302.1376 | ) |   | (2,304,290 | ) | (49.5000 | ) |   | (40,296 | ) |   | (2,509,419 | ) |
| Transfer                                                                |   | 33.7937                      |   |   | 24,118 |   | — |   |   | — |   | — |   |   | — |   |   | 24,118 |   |
| Net income                                                              |   | —                      |   |   | 166,770 |   | — |   |   | 1,452,740 |   | — |   |   | 1,925 |   |   | 1,621,435 |   |
| **PARTNERS’ CAPITAL,****JUNE 30, 2007**                           |   | 2,972.0190                   |   | $ | 2,436,053 |   | 36,253.5942 |   | $ | 26,805,527 |   | 70.7534 |   | $ | 63,855 |   | $ | 29,305,435 |   |

 

See            Notes to Financial Statements.

 

3

----

**RFMC WILLOWBRIDGE FUND, L.P.**

**NOTES TO CONDENSED FINANCIAL            STATEMENTS**

For            the Six Months Ended June 30, 2008 and 2007

(Unaudited)

_______________

 

| **1.** | **BASIS OF PRESENTATION**

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The interim condensed financial                            statements of RFMC Willowbridge Fund L.P. (the                            “Partnership”) included herein have been prepared in                            accordance with accounting principles generally accepted in the United                            States of America for interim financial information and Rule 10-01 of                            Regulation S-X. Accordingly, they do not include all the information                            and footnotes required by accounting principles generally accepted in                            the United States of America (“GAAP”) for complete annual                            financial statements. These condensed financial statements are                            unaudited and should be read in conjunction with the audited financial                            statements and notes thereto included in the Partnership’s Annual                            Report on Form 10-K for the year ended December 31, 2007. The                            Partnership follows the same accounting policies in the preparation of                            interim reports as set forth in the annual report. In the opinion of                            management, the financial statements reflect all adjustments, which are                            of a normal recurring nature, necessary for a fair presentation of the                            financial position, results of operations and changes in                            partners’ capital for the interim periods presented and are not                            necessarily indicative of a full year’s results.

  |
| **2.** | **PARTNERSHIP ORGANIZATION**

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

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

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

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **3.** | **SIGNIFICANT ACCOUNTING POLICIES**

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | A.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Cash and Cash Equivalents |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | The Partnership has defined cash and cash equivalents as                            cash and short-term, highly liquid investments with maturities of three                            months or less when acquired. These investments are classified as Level                            1 fair value estimates (quoted prices in active markets for identical                            assets) under the provisions of Statement of Financial Accounting                            Standards No. 157, “Fair Value Measurements” (“FAS                            157”).

                              |
|   | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Due from Broker |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Due from broker represents cash required to meet margin                            requirements and excess funds not required for margin which are                            typically invested in 30 day commercial paper and U.S. Treasury bills                            which are carried at cost plus accrued interest, which approximates                            market value. The fair value of the U.S. Treasury bills as of June 30,                            2008 and December 31, 2007 was $2,892,442 and $7,854,672, respectively.                            The Partnership is subject to credit risk to the extent any broker with                            whom the Partnership conducts business is unable to deliver cash                            balances or securities, or clear securities transactions on the                            Partnership’s behalf. The General Partner monitors the financial                            condition of the brokers with which the Partnership conducts business                            and believes that the likelihood of loss under the aforementioned                            circumstances is remote. |

4

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**RFMC WILLOWBRIDGE FUND, L.P.**

**NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**

For            the Six Months Ended June 30, 2008 and 2007

(Unaudited)

_______________

 

| **3.** | **SIGNIFICANT ACCOUNTING POLICIES                            (CONTINUED)**

                              |
|--------|----------------------------------------------------------------------------------------------------------------|
|   | C.                                                                                                             | Revenue Recognition |
|   |                                                                                                           | Investments in commodity futures contracts are recorded                            on the trade date and open contracts are recorded in the financial                            statements at their fair value on the last business day of the                            reporting period, based on quoted market prices. Accordingly, such                            contracts are classified as Level 1 fair value estimates under the                            provision of FAS 157. Gains or losses are realized when contracts are                            liquidated, on a first-in-first-out basis. Realized gains are netted                            with realized losses for financial reporting purposes and shown under                            the caption “Net realized gains on closed positions”                            in the Condensed Statements of Income. “Net unrealized gains on                            open positions” are reflected in the Condensed Statements of                            Financial Condition. Any change in net unrealized gain or loss from the                            preceding period is reported in the Condensed Statements of Income                            under the caption “Change in net unrealized gains on open                            positions.” Interest income is recognized on an accrual                            basis.

                              |
|   | D.                                                                                                             | Commissions |
|   |                                                                                                           | The Class A partners pay to the General Partner a flat                            commission of 4.0% annually of the net asset value of the Class A                            partners’ capital as of the beginning of each month. Class B                            limited partners pay to the General Partner a flat commission equal to                            the following percentages of each Series' applicable net asset value:                            Series 1 – 3%, Series 2 – 6%, and Series 3 – 5%. From                            these amounts, the General Partner will pay for actual trading                            commissions incurred by the Partnership, and will pay up to 3.0% from                            this amount to properly registered selling agents as their ongoing                            compensation for servicing Class B limited partners.

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

             

|                     |   | **Three Months Ended****June 30,** |    | **Six Months Ended****June 30,** |   |
|--------------------------|--------|------------------------------------|---------|----------------------------------|--------|
|                     |   | **2008**                           |    | **2007**                         |   | **2008** |   | **2007** |   |
| Class A                  |   | $                                  | 325,433 |                             | $      | 287,020 |   | $ | 658,028 |   | $ | 572,583 |   |
| Class B – Series 1 |   |                               | 23,620  |                             |   | 17,348 |   |   | 47,325 |   |   | 34,598 |   |
| Class B – Series 2 |   |                               | 528,730 |                             |   | 384,967 |   |   | 1,000,198 |   |   | 781,931 |   |
| Class B – Series 3 |   |                               | 1,009   |                             |   | 732 |   |   | 1,984 |   |   | 1,825 |   |
| Total                    |   | $                                  | 878,792 |                             | $      | 690,067 |   | $ | 1,707,535 |   | $ | 1,390,937 |   |

             

|   |   | For the three and six months ended June 30, 2008, the                            General Partner received net brokerage commissions of $754,665 and                            $1,437,343, respectively, and for the three and six months ended June                            30, 2007, the General Partner received net brokerage commissions of                            $511,300 and $1,034,966, respectively, from the Partnership. Net                            brokerage commissions represents commissions charged to Class A and                            Class B partners less actual brokerage commissions paid to clearing                            brokers and amounts paid to selling agents for servicing Class B                            limited partners. As of June 30, 2008 and December 31, 2007, $94,169                            and $97,198, respectively, is due from the General Partner for                            reimbursement of brokerage commissions advanced by the                            Partnership.

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

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

5

----

**RFMC WILLOWBRIDGE FUND, L.P.**

**NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**

For            the Six Months Ended June 30, 2008 and 2007

(Unaudited)

_______________

 

| **3.** | **SIGNIFICANT ACCOUNTING POLICIES                            (CONTINUED)**

                              |
|--------|----------------------------------------------------------------------------------------------------------------|
|   | G.                                                                                                             | Incentive Fees |
|   |                                                                                                           | Willowbridge Associates, Inc.                            (“Willowbridge”), the Commodity Trading Advisor                            (“CTA”) of the Partnership, is entitled to a quarterly                            incentive fee based on an increase in the adjusted net asset value of                            the Partnership’s assets allocated to trading. The CTA receives                            25% of any new profits, as defined in the Agreement. The term                            “new profits” is defined as the increase, if any, in the                            adjusted net asset value of the assets allocated to trading. For the                            three and six months ended June 30, 2008, the CTA received incentive                            fees of $2,545,429 and $3,874,724, respectively. There were no                            incentive fees earned during the three and six months ended June 30,                            2007.

                              |
|   | H.                                                                                                             | Management Fees |
|   |                                                                                                           | The General Partner is paid an annual management fee                            equal to one percent of the net assets of the Partnership (as defined                            in the Agreement) as of the last day of the previous fiscal year. Such                            annual fee is paid in advance at the beginning of the respective year                            and is amortized by the Partnership on a straight-line basis over                            twelve months. The total management fee paid to the General Partner in                            2008 and 2007 was $629,818 and $580,439, respectively. For the three                            and six month periods ended June 30, 2008, the Partnership recorded                            management fee expense earned by the General Partner of $157,454 and                            $314,909, respectively, and for the three and six month periods ended                            June 30, 2007, the Partnership recorded management fee expense earned                            by the General Partner of $145,110 and $290,220, respectively. As of                            June 30, 2008 and December 31, 2007, the unamortized prepaid                            management fees were $314,909 and $0, respectively.

                              |
|   |                                                                                                           | In addition to the management fee paid to the General                            Partner, the Partnership pays Willowbridge a quarterly management fee                            of 0.25% (1% per year) of the net asset value of the Partnership. These                            fees amounted to $185,190 and $356,777 for the three and six months                            ended June 30, 2008, respectively, and $147,991 and $287,812 for the                            three and six months ended June 30, 2007, respectively. As of June 30,                            2008 and December 31, 2007, $185,190 and $165,695 were due to                            Willowbridge, respectively.

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

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

                              |
|   |                                                                                                           | The Partnership accounts for uncertainties in income tax                            positions taken or expected to be taken under the provisions of                            Financial Accounting Standards Board Interpretation No. 48 (FIN 48)                            entitled “*Accounting For Uncertainty in                            Income Taxes – an interpretation of FASB Statement No.                            109*.” FIN 48 had no impact on the                            Partnership’s financial statements.

                              |
|   | K.                                                                                                             | Subscriptions |
|   |                                                                                                           | Partnership units may be purchased on the first day of                            each month at the net asset value per unit determined on the last                            business day of the previous month. Partners’ contributions                            received in advance for subscriptions are recorded as prepaid                            subscriptions in the Condensed Statements of Financial Condition. The                            General Partner charges a one percent initial administrative fee on all                            limited partner unit subscriptions. The General Partner may waive this                            charge for limited partners who are its affiliates or for other limited                            partners in its sole discretion. Subscription proceeds to the                            Partnership are recorded net of these charges. For the three and six                            months ended June 30, 2008, the General Partner received initial                            administrative fees of $410 and $1,160, respectively, and for the three                            and six months ended June 30, 2007 the General Partner received initial                            administrative fees $1,279 and $2,932, respectively.

                              |
|   | L.                                                                                                             | Redemptions |
|   |                                                                                                           | Limited partners may redeem some or all of their units                            at net asset value per unit as of the last business day of each month                            with at least ten days written notice to the General Partner. Class B                            interests are subject to an early redemption charge of up to 4 percent                            if such interests are redeemed within 12 months of their                            purchase. |

6

----

**RFMC WILLOWBRIDGE FUND, L.P.**

**NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**

For            the Six Months Ended June 30, 2008 and 2007

(Unaudited)

_______________

 

| **3.** | **SIGNIFICANT ACCOUNTING POLICIES                            (CONTINUED)**

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

                              |
|   | N.                                                                                                             | Recently Issued Accounting Pronouncements |
|   |                                                                                                           | In September 2006, the Financial Accounting Standards                            Board (“FASB”) issued FAS 157. FAS 157 defines fair value,                            establishes a framework for measuring fair value and expands                            disclosures about fair value measurements. The Partnership adopted FAS                            157 as of January 1, 2008. The adoption of FAS 157 did not have a                            material impact on the Partnership’s financial                            statements.

                              |
|   |                                                                                                           | Fair value of an investment is the amount that would be                            received to sell the investment in an orderly transaction between                            market participants at the measurement date (i.e. the exit                            price).

                              |
|   |                                                                                                           | FAS 157 established a hierarchal disclosure framework                            which prioritizes and ranks the level of market price observability                            used in measuring investments at fair value. Market price observability                            is impacted by a number of factors, including the type of investment                            and the characteristics specific to the investment. Investments with                            readily available active quoted prices or for which fair value can be                            measured from actively quoted prices generally will have a higher                            degree of market price observability and a lesser degree of judgment                            used in measuring fair value.

                              |
|   |                                                                                                           | Investments measured and reported at fair value are                            classified and disclosed in one of the following categories:

                              |
|   |                                                                                                           | Level I – Quoted prices are available in active                            markets for identical investments as of the reporting date. The type of                            investments included in Level I are publicly traded investments. As                            required by FAS 157, the Partnership does not adjust the quoted price                            for these investments even in situations where the Partnership holds a                            large position and a sale could reasonably impact the quoted                            price.

                              |
|   |                                                                                                           | Level II – Pricing inputs are other than quoted                            prices in active markets, which are either directly or indirectly                            observable as of the reporting date, and fair value is determined                            through the use of models or other valuation methodologies. Investments                            which are generally included in this category are investments valued                            using market data.

                              |
|   |                                                                                                           | Level III – Pricing inputs are unobservable and                            include situations where there is little, if any, market activity for                            the investment. Fair value for these investments are determined using                            valuation methodologies that consider a range of factors, including but                            not limited to the price at which the investment was acquired, the                            nature of the investment, local market conditions, trading values on                            public exchanges for comparable securities, current and projected                            operating performance and financing transactions subsequent to the                            acquisition of the investment. The inputs into the determination of                            fair value require significant management judgment. Due to the inherent                            uncertainty of these estimates, these values may differ materially from                            the values that would have been used had a ready market for these                            investments existed. Investments that are included in this category                            generally are privately held debt and equity securities.

                              |
|   |                                                                                                           | In certain cases, the inputs used to measure fair value                            may fall into different levels of the fair value hierarchy. In such                            cases, an investment’s level within the fair value hierarchy is                            based on the lowest level of input that is significant to the fair                            value measurement. The General Partner’s assessment of the                            significance of a particular input to the fair value measurement in its                            entirety requires judgment, and considers factors specific to the                            investment.

                              |

7

----

**RFMC WILLOWBRIDGE FUND, L.P.**

**NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**

For            the Six Months Ended June 30, 2008 and 2007

(Unaudited)

_______________

 

| 3.     | SIGNIFICANT ACCOUNTING POLICIES                            (CONTINUED) |
|--------|------------------------------------------------------------------------|
|   |                                                                   | The following table summarizes the valuation of the                            Partnership’s investments by the above FAS 157 fair value                            hierarchy levels as of June 30, 2008: |

 

|                                                                                                                                                                        |   | **Total** |       | **Level I** |   | **Level II** |   | **Level III** |      |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|------------|-------------|--------|--------------|--------|---------------|-----------|
|                                      Net unrealized gain on open                                 positions |   | $         | 3,112,418  |        | $      | 3,112,418    |   |          | N/A       |   | N/A |   |
|          Money                            market mutual funds                                                                       |   | $         | 52,171,683 |        | $      | 52,171,683   |   |          | N/A       |   | N/A |   |
|          U.S.                            Treasury Bills                                                                        |   | $         | 2,892,442  |        |   | N/A          |   | $             | 2,892,442 |   | N/A |   |

             

|   |   | In March 2008, the FASB issued Statement of Financial                            Accounting Standards (FASB) No. 161,                            “*Disclosures about Derivative                            Instruments and Hedging Activities – An Amendment to FASB                            Statement No. 133*” (“FAS                            161”). FAS 161 amends FASB Statement No. 133 (“FAS                            133”) to provide an enhanced understanding of how and why an                            entity uses derivative instruments, how derivative instruments and                            related hedged items are accounted for under FAS 133, and how                            derivative instruments and related hedged items affect an                            entity’s financial position, financial performance and cash                            flows. FAS 161 is effective for financial statements issued for fiscal                            years and interim periods beginning after November 15, 2008.  The                            implementation of FAS 161 is not expected to have a material impact on                            the Partnership’s financial statements.

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

                                                                                                                                                                                                                                                                                                                                                                                                                           |

8

----

**RFMC WILLOWBRIDGE FUND, L.P.**

**NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**

For            the Six Months Ended June 30, 2008 and 2007

(Unaudited)

_______________

 

| 4.     | FINANCIAL HIGHLIGHTS                                                                                    |
|--------|---------------------------------------------------------------------------------------------------------|
|   | The following sets forth the financial highlights for                            the periods presented: |

 

|                                                                                                    |   | **Six Months Ended June 30, 2008** |     |
|---------------------------------------------------------------------------------------------------------|--------|------------------------------------|----------|
|                                                                                                    |   | **Class A**                        |     | **Class B****Series 1** |   | **Class B****Series 2** |   | **Class B****Series 3** |   |
| Per Unit Operating Performance(for a Unit outstanding for the entire                            period) |   |                               |     |   |   |   |   |   |   |   |   |   |   |
| Net Asset Value, Beginning of the period                                                                |   | $                                  | 7,567.14 |   | $ | 955.75 |   | $ | 849.61 |   | $ | 1,042.12 |   |
| Income (loss) from operations                                                                           |   |                               |     |   |   |   |   |   |   |   |   |   |   |
| Net investment loss                                                                                     |   |                               | (628.49  | ) |   | (74.08 | ) |   | (79.59 | ) |   | (92.18 | ) |
| Net trading profits                                                                                     |   |                               | 2,034.67 |   |   | 257.21 |   |   | 227.70 |   |   | 279.83 |   |
| Net income                                                                                              |   |                               | 1,406.18 |   |   | 183.13 |   |   | 148.11 |   |   | 187.65 |   |
| Net Asset Value, End of the period                                                                      |   | $                                  | 8,973.32 |   | $ | 1,138.88 |   | $ | 997.72 |   | $ | 1,229.77 |   |
| Total Return(1), (4)                                                                                    |   |                               | 18.58    | % |   | 19.16 | % |   | 17.43 | % |   | 18.01 | % |
| Total Return (excluding incentive fees)(2),                            (4)                              |   |                               | 24.59    | % |   | 25.14 | % |   | 23.44 | % |   | 24.02 | % |
| Supplemental Data                                                                                       |   |                               |     |   |   |   |   |   |   |   |   |   |   |
| Ratios to average net asset value

Expenses prior to incentive fee(5)                                   |   |                               | 6.79     | % |   | 5.76 | % |   | 8.77 | % |   | 7.66 | % |
| Incentive fees(4)                                                                                       |   |                               | 5.64     | % |   | 5.58 | % |   | 5.64 | % |   | 5.56 | % |
| Total expenses                                                                                          |   |                               | 12.43    | % |   | 11.34 | % |   | 14.41 | % |   | 13.22 | % |
| Ratios of net investment loss(3),                            (5)                                        |   |                               | (4.32    | )% |   | (3.30 | )% |   | (6.31 | )% |   | (5.23 | )% |
|                                                                                                    |   |                               |     |   |   |   |   |   |   |   |   |   |   |

 

|                                                                                                  |   |   | **Year Ended December31,2007** |   |
|-------------------------------------------------------------------------------------------------------|--------|--------|--------------------------------|--------|
|                                                                                                  |   |   | **Class A**                    |   |   | **Class B****Series 1** |   |   | **Class B****Series 2** |   |   | **Class B****Series 3** |   |
| Per Unit Operating Performance(for a Unit outstanding for the entire                            year) |   |   |                           |   |   |   |   |   |   |   |   |   |   |
| Net Asset Value, Beginning of the year                                                                |   | $      | 6,112.38                       |   | $ | 764.46 |   | $ | 699.91 |   | $ | 850.09 |   |
| Income (loss) from operationsNet investment loss                                                      |   |   | (249.77                        | )      |   | (23.79 | ) |   | (42.16 | ) |   | (41.96 | ) |
| Net trading profits                                                                                   |   |   | 1,704.53                       |   |   | 215.08 |   |   | 191.86 |   |   | 233.99 |   |
| Net income                                                                                            |   |   | 1,454.76                       |   |   | 191.29 |   |   | 149.70 |   |   | 192.03 |   |
| Net Asset Value, End of the year                                                                      |   | $      | 7,567.14                       |   | $ | 955.75 |   | $ | 849.61 |   | $ | 1,042.12 |   |
| Total Return(1)                                                                                       |   |   | 23.80                          | %      |   | 25.02 | % |   | 21.39 | % |   | 22.59 | % |
| Total Return(excluding incentive                            fees)(2)                                  |   |   | 25.10                          | %      |   | 26.37 | % |   | 22.61 | % |   | 23.77 | % |
| Supplemental Data                                                                                     |   |   |                           |   |   |   |   |   |   |   |   |   |   |
| Ratios to average net asset value                                                                     |   |   |                           |   |   |   |   |   |   |   |   |   |   |
| Expenses prior to incentive fee                                                                       |   |   | 7.04                           | %      |   | 5.98 | % |   | 9.01 | % |   | 7.95 | % |
| Incentive fees                                                                                        |   |   | 1.25                           | %      |   | 1.27 | % |   | 1.18 | % |   | 1.13 | % |
| Total expenses                                                                                        |   |   | 8.29                           | %      |   | 7.25 | % |   | 10.19 | % |   | 9.08 | % |
| Ratios of net investment loss(3)                                                                      |        |        | (2.67                          | )%     |  | (1.67 | % |  | (4.65 | )% |  | (3.61 | )% |
|                                                                                                  |   |   |                           |   |   |   |   |   |   |   |   |   |   |

|   |   |
|--------|--------|

 

| (1) | Total return is derived as ending net asset value less                            beginning net asset value divided by beginning net asset value, and                            excludes the effect of sales commissions and initial administrative                            charges on subscriptions. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Total return (excluding incentive fee) is derived as net                            income per unit and adding back incentive fees per unit divided by                            opening net asset value per unit.                                                                                       |
| (3) | Net investment loss ratios exclude the effects of                            incentive fees.                                                                                                                                                                                                              |
| (4) | Not annualized.                                                                                                                                                                                                                                                                                           |
| (5) | Annualized.                                                                                                                                                                                                                                                                                               |

 

* * * * *

9

----

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

RFMC Willowbridge Fund, L.P. (the “Partnership”) engages in            the speculative trading of commodity futures contracts, options on commodities or            commodity futures contracts and forward contracts (“Commodity Interests”).            The objective of the Partnership is the appreciation of its assets through speculative            trading. Ruvane Fund Management Corporation is the General Partner of the Partnership            (the “General Partner”) and Willowbridge Associates, Inc. is the            Partnership’s trading advisor (the “Advisor”).

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

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

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

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

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

*Summary of Critical Accounting Policies*

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

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

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

*Results of Operations*

*Comparison of the Three Months June 30, 2008 and            2007*

For the quarter ended June 30, 2008, the Partnership had total income            comprised of net trading profits representing $8,566,129 in realized gains on            closed positions, and $2,549,580 in change in net unrealized gains on open positions,            and $423,393 in interest income. For the same quarter in 2007 the Partnership had total            income comprised of net trading profits representing $6,178,743 in realized            gains on closed positions, and $2,008,006 in change in net unrealized gains on            open positions, and $679,064 in interest income.

In April 2008, the Partnership had gains in heating oil, crude oil,            natural gas, European fixed income instruments, and the Australian Dollar; there were            losses in the Canadian Dollar, Japanese Yen, gold and soybean meal. The Partnership            recorded net income of $958,138. In May 2008, the Partnership had gains in heating            oil, RBOB gasoline, crude oil and Japanese and European fixed income instruments; there            were losses in silver, copper, the Japanese Yen, gold, the British Pound, soybean meal            and the Euro currency. The Partnership recorded net income of $3,253,690. In June            2008, the Partnership had gains in crude oil, soybeans, soybean meal, RBOB gasoline,            natural gas, heating oil and corn; there were losses in the Euro currency, wheat,            copper and US fixed income instruments. The Partnership recorded net income of            $3,424,461.

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

For the quarter ended June 30, 2008, the Partnership had expenses            comprised of $878,792 in brokerage commissions (including clearing and exchange fees),            $2,545,429 in incentive fees, $342,644 in management fees, and 135,948 in            administrative fees.  For the same quarter in 2007, the Partnership had expenses            comprised of $690,067 in brokerage commissions (including clearing and exchange fees),            $0 in incentive fees, $293,101 in management fees, and $159,465 in administrative fees.             Incentive fees are a fraction of quarterly trading profits. Incentive fees are            generated by quarterly profits. Brokerage commissions and management fees vary            primarily as a result of change in assets under management, which are affected by net            income, and capital additions and redemptions. Administrative expenses consists primary            of professional fees and other expenses relating to the Partnership’s reporting            requirements under Securities Exchange Act of 1934, as amended.

As a result of the above, the Partnership recorded a net gain of            $7,636,289 for the three months ended June 30, 2008, compared to a net gain of            $7,723,180 for the same period in 2007.

At June 30, 2008, the net asset value of the Partnership was            $73,902,612, compared to its net asset value of $62,981,756 at December 31,            2007.

During the quarter, the Partnership had no credit exposure to            counterparties that are participants of  foreign commodities exchanges or            to counterparties dealing in over the counter contracts which is considered to be            material.

*                Comparison            of Six Months Ended June 30, 2008 and 2007*

For the six months ended June 30, 2008, the Partnership had total income            comprised of net trading profits representing $16,165,586 in realized gains on            closed positions, $1,130,653 in change in net unrealized gains on open positions, and            $847,904 in interest income. For the same period in 2007 the Partnership had total            income comprised of net trading profits representing $3,145,360 in realized            gains on closed positions, $1,364,661 in change in net unrealized gains on open            positions, and $1,338,833 in interest income.

In January 2008, the Partnership had a small gain. The Partnership            earned profits trading in silver, US fixed income instruments, the Japanese Yen and            soybean oil; the Partnership generated losses in the energy markets, copper and the            Euro. The Partnership recorded a net gain of $322,290. In February 2008, trading was            quite profitable as the Partnership had gains in silver, soybeans and soybean oil,            copper, coffee and the energy markets; the Partnership had losses in UK and US fixed            income instruments and the Japanese Yen. The Partnership recorded a net gain of            $7,461,150. In March 2008, trading was not profitable. The Partnership had losses in            the soybean complex, gasoline, coffee and silver; the Partnership had gains in heating            oil, crude oil and Japanese fixed income instruments. The Partnership recorded a net            loss of $3,795,556.

In April 2008, the Partnership had gains in heating oil, crude oil,            natural gas, European fixed income instruments, and the Australian Dollar; there were            losses in the Canadian Dollar, Japanese Yen, gold and soybean meal. The Partnership            recorded net income of $958,138.  In May 2008, the Partnership had gains in            heating oil, RBOB gasoline, crude oil and Japanese and European fixed income            instruments; there were losses in silver, copper, the Japanese Yen, gold, the British            Pound, soybean meal and the Euro currency.  The Partnership recorded net            income of $3,253,690.  In June 2008, the Partnership had gains in crude oil,            soybeans, soybean meal, RBOB gasoline, natural gas, heatingoil            and corn; there were losses in the Euro currency, wheat, copper and US fixed income            instruments.  The Partnership recorded net income of $3,424,461.

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

For the six months ended June 30, 2008, the Partnership had expenses            comprised of $1,707,535 in brokerage commissions (including clearing and exchange            fees), $3,874,724 in incentive fees, $671,685 in management fees, and $266,026 in            administrative expenses. For the same period in 2007, the Partnership had expenses            comprised of $1,390,937 in brokerage commissions (including clearing and exchange            fees), $0 in incentive fees, $578,032 in management fees, and $276,607 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.            Administrative expenses consists primary of professional fees and other expenses            relating to the Partnership’s reporting requirements under Securities Exchange            Act of 1934, as amended.

As a result of the above, the Partnership recorded a net gain of            $11,624,173 for the six months ended June 30, 2008, as compared to a net gain of            $3,603,278 for the same period in 2007.

*Liquidity and Capital Resources*

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

The Partnership’s capital resources are dependent upon three            factors: (a) the income or losses generated by the Advisor; (b) the capital invested or            redeemed by the limited partners; and (c) the capital invested or redeemed by the            General Partner. The Partnership sells limited partnership units to investors from time            to time in private placements pursuant to Regulation D of the Securities Act of 1933,            as amended. As of the last day of any month, a limited partner may redeem all of its            limited partnership units on 10 days’ prior written notice to the General            Partner.

The General Partner is required to contribute $1,000 to the Partnership.            All capital contributions by the General Partner necessary to maintain such capital            account balance are evidenced by units of general partnership interest, each of which            has an initial value equal to the net asset value per unit at the time of such            contribution. The General Partner may withdraw any excess above its required capital            contribution without notice to the limited partners and may also contribute any greater            amount to the Partnership.

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**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 openpositions is directly reflected in the Partnership’s earnings,            whether realized or unrealized. The Partnership’s total market risk is influenced            by a wide variety of factors including the diversification effects among the            Partnership’s existing open positions, the volatility present within the markets            and the liquidity of the markets. At varying times, each of these factors may act to            exacerbate or mute the market risk associated with the Partnership. The following were            the primary trading risk exposures of the Partnership as of June 30, 2008, by market            sector:

*Interest Rate*

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

*Currency*

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

*Commodity*

The Partnership’s primary metals market exposure is to            fluctuations in the price of gold, silver and copper. The Partnership also has            commodity exposures in the price of soft commodities, which are often directly affected            by severe or unexpected weather conditions. The General Partner anticipates that the            Advisor will maintain an emphasis in the commodities described above. Additionally, the            Partnership had exposure to the energy markets (natural gas, crude oil, heating oil and            unleaded gasoline) as of June 30, 2008, and it is anticipated that positions in this            sector will continue to be evaluated on an ongoing basis.

The Partnership measures its market risk, related to its holdings of            Commodity Interests based on changes in interest rates, foreign currency rates, and            commodity prices utilizing a sensitivity analysis. The sensitivity analysis estimates            the potential change in fair values, cash flows and earnings based on a hypothetical            10% change (increase and decrease) in interest, currency and commodity prices. The            Partnership used June 30, 2008 market rates and prices on its instruments to perform            the sensitivity analysis. The sensitivity analysis has been prepared separately for            each of the Partnership’s market risk exposures (interest rate, currency rate,            and commodity price) instruments. The estimates are based on the market risk sensitive            portfolios described in the preceding paragraph above. The potential loss in earnings            is based on an immediate change in:

| • | The prices of the Partnership’s positions                            resulting from a 10% change in interest rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | The U.S. dollar equivalent balances of the                            Partnership’s currency exposures due to a 10% shift in currency                            exchange rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| • | The market value of the Partnership’s Commodity                            Interests due to a 10% change in the price of the Commodity                            Instruments. The Partnership has determined that the impact of a 10%                            change in market rates and prices on its fair values, cash flows and                            earnings would not be material. The Partnership has disclosed the                            potential loss to earnings of its commodity price, interest rate and                            currency exchange rate sensitivity positions as of June 30,                            2008. |

The potential loss in earnings for each market risk exposure as of June            30, 2008 was approximately:

Trading portfolio:

|       Commodity price                            risk

                               | $ | 1,440,132 |   |
|---------------------------------------------------------------------------------------------------------------------|---|-----------|--------|
|       Interest rate                            risk

                                 | $ | 245,918   |   |
|      Currency exchange rate                            risk

                              | $ | 853,857   |   |

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**Item            4T. Controls and Procedures**

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

**PART            II. OTHER INFORMATION**

**Item            1. Legal Proceedings.**

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

**Item            1A. Risk Factors**

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

             

**Item            2. Unregistered Sales of Equity Securities and Use of            Proceeds**

There currently is no established public trading market for the Limited            Partnership Units. As of June 30, 2008, 44,255.4865 Partnership Units were held by 684            Limited Partners and the General Partner. All of the Limited Partnership Units are            “restricted securities” within the meaning of Rule 144 promulgated under            the Securities Act of 1933, as amended (the “Securities Act”), and may not            be sold unless registered under the Securities Act or sold in accordance with an            exemption therefrom, such as Rule 144. The Partnership has no plans to register any of            the Limited Partnership Units for resale. In addition, the Partnership Agreement            contains certain restrictions on the transfer of Limited Partnership Units. Pursuant to            the Partnership Agreement, the General Partner has the sole discretion to determine            whether distributions (other than on redemption of Limited Partnership Units), if any,            will be made to partners. The Partnership has never paid any distributions and does not            anticipate paying any distributions to partners in the foreseeable future. From January            1, 2008 through June 30, 2008, a total of 4,970.6477 Partnership Units were subscribed            for the aggregate subscription amount of $5,133,394. The monthly subscriptions of these            Partnership Units are as follows:

 

| **Date ofSubscription** |   | **Amount ofSubcriptions** |
|-------------------------|--------|---------------------------|
| January 2008            |   | $                         | $536,081 |
| February 2008           |   | $                         | 859,288 |
| March 2008              |   | $                         | 1,320,303 |
| April 2008              |   | $                         | 1,726,150 |
| May 2008                |   | $                         | 612,718 |
| June 2008               |   | $                         | 78,854 |

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

**Item            3. Defaults Upon Senior Securities**

None.

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

None.

**Item            5. Other Information**

None.

**Item            6. Exhibits**

| 31.1 | Rule 13a - 14(a)/15d-14(a) Certification |
|------|------------------------------------------|
| 32.1 | Section 1350 Certification               |

 

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

|                  | RFMC WILLOWBRIDGE FUND L.P.                                                                                                                                                                                                                                                        |
|-----------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                  |                                                                                                                                                                                                                                                                               |
| Date: August 14, 2008 | By: Ruvane Fund Management Corporation

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

       Robert L.                            Lerner

       President,                            Principal Executive Officer and Principal Financial Officer |
|                       |                                                                                                                                                                                                                                                                                    |

 

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