UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549










FORM
10-K/A




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





For
the Fiscal Year Ended December 31, 2007





OR





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





For
the transition period from ________ to _______





Commission
file number:  000-50728





FUTURES
PORTFOLIO FUND, LIMITED PARTNERSHIP


(Exact
name of registrant as specified in its charter)





Maryland
                              
                              52-1627106(State
      of Incorporation)
                              
                              (
      IRS Employer Identification No.)





c/o
Steben & Company, Inc.


2099
Gaither Road, Suite 200


Rockville,
Maryland20850


(Address
of Principal Executive Office)(zip code)





(240)
631-9808


Registrant’s
telephone number, including area code:










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.  T Yes £
No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  £





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. £ Yes T
No


Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. £ Yes T
No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):


Large
      accelerated filer £
              Accelerated
      filer £
              Non-accelerated
      filer T





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).  £ Yes T
No





Aggregate
market value of the voting and non-voting common equity held by non-affiliates:
the registrant is a limited partnership; as of December 31, 2007, 94,188.7078
Class A units and 36,968.6171 Class B units with an aggregate value of
$364,289,314 and $180,817,671 respectively, were outstanding.





Securities
to be registered pursuant to Section 12(b) of the Act: NONE


Securities
to be registered pursuant to Section 12(g) of the Act:  Limited Partnership
Interests





Documents
Incorporated by Reference





Registrant's
Financial Statements for the year ended December 31, 2007 with Report of
Independent Registered Public Accounting Firm and the annual report to
security holders for the fiscal year ended December 31, 2007, is incorporated by
reference into Part II Item 8 and Part IV hereof and filed as an exhibit
herewith.













Part
I








EXPLANATORY
NOTE





Futures
Portfolio Fund, Limited Partnership has amended its Annual Report on Form 10-K.
This annual report is for the year ended December 31, 2007, and was originally
filed with the Commission on March 28, 2008. The purpose of this amendment is to
revise the Principal Executive Officer and Principal Financial Officer
certifications to include paragraph 4(b) of the certification required by
Exchange Act Rule 13a-14(a) as outlined in Item 601(B)(31)(i) of Regulation S-K.
The amended certifications do not include Item 3, which refers to financial
information not included in this amendment. Please read all of our filings with
the Commission in conjunction with this Form 10K/A.











SIGNATURES


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the General Partner of the
Registrant in the capacities and on the date indicated.





Name
                                  Title
                                  Date/s/ Kenneth E. Steben
                                    Kenneth
      E. Steben
                                  President,
      Chief Executive Officer and Director
                                  January
      6, 2009/s/ Ahmed S. Hassanein
                                    Ahmed
      S. Hassanein
                                  Chief
      Operating Officer, Chief Financial Officer and Director
                                  January
      6, 2009/s/ Michael
      D. Bulley
                                    Michael
      D. Bulley
                                  Senior
      Vice President, Research & Risk Management and
Director
                                  January
      6,
2009











Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.











Dated
      January 6, 2009
                    FUTURES
      PORTFOLIO FUND, LIMITED PARTNERSHIPBy:
                    Steben
      & Company, Inc.General
      PartnerBy:
                    /s/ Kenneth E. StebenName:
                    Kenneth
      E. StebenTitle:
                    President,
      Chief Executive Officer and Director of the General
  Partner