==============================================================================


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

                          --------------------------

                                   FORM 10-K

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

                  For the Fiscal Year Ended December 31, 2004

                                      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, Maryland 20850
                           -------------------------
               (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. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act) Y[ ] No [X]

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,
2004, 56,716.3746 Class A units and 14,666.9737 Class B units with an
aggregate value of $ 194,513,666 and $ 60,287,591 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, 2004 with
Report of Independent Registered Public Accounting Firm and the annual report
to security holders for the fiscal year ended December 31, 2004, is
incorporated by reference into Part II Item 8 and Part IV hereof and filed as
an exhibit herewith.


==============================================================================

<PAGE>


                               Table of Contents

                                    Part I
Item 1: Business..............................................................1

Item 2: Properties............................................................6

Item 3: Legal Proceedings.....................................................6

Item 4: Submission of Matters to a Vote of Security Holders  .................6

                                    Part II

Item 5: Markets for Registrant's Common Equity, Related Stockholder
        Matters and Issuer Purchases of Equity Securities ....................6

Item 6: Selected Financial Data...............................................7

Item 7: Management's Discussion and Analysis of Financial Condition
        and Results of Operations........... ................................12

Item 7A: Quantitative and Qualitative Disclosures About Market Risk..........21

Item 8: Financial Statements and Supplementary Data..........................26

Item 9: Changes in and Disagreements with Accountants on Accounting
        and Financial Disclosure............ ................................26

Item 9A: Controls and Procedures.............................................27

Item 9B: Other Information...................................................27


                                   Part III

Item 10: Directors and Executive Officers of the Registrant .................27

Item 11: Executive Compensation..............................................30

Item 12: Security Ownership of Certain Beneficial Owners and Management .....30

Item 13: Certain Relationships and Related Transactions......................31

Item 14: Principal Accounting Fees and Services..............................32

                                    Part IV

Item 15: Exhibits, Financial Statement Schedules.............................32



<PAGE>



     ITEM 1: Business

     (a) General development of business.

     Futures Portfolio Fund, Limited Partnership ("the Fund") is a Maryland
limited partnership, formed on May 11, 1989, that utilizes professional
trading advisors to engage in the trading of commodity futures contracts,
other commodity interests, options, securities and forward contracts. The Fund
began trading on January 2, 1990. The Fund is an actively managed account with
speculative trading profits as its objective.

     Under its Limited Partnership Agreement ("Partnership Agreement"), the
Fund has delegated the exclusive management of all aspects of the business and
administration of the Fund to the Fund's general partner, Steben & Company,
Inc. ("Steben & Company", or the "General Partner") a Maryland corporation
organized in February 1989. Steben & Company is registered with the Commodity
Futures Trading Commission ("CFTC") as a Commodity Pool Operator ("CPO") and
an Introducing Broker and is a member of the National Futures Association
("NFA") in such capacities. Steben & Company is registered with the Securities
and Exchange Commission ("SEC") as a broker dealer and is a member of the
National Association of Securities Dealers ("NASD") in such capacity. Steben &
Company is registered with the State of Maryland as a registered investment
advisor. The Fund is not a registered investment company.

     The Fund will automatically terminate on December 31, 2025, unless
terminated earlier as provided in the Partnership Agreement. The General
Partner has no present intention of withdrawing and intends to continue the
Fund business as long as it believes that it is in the best interest of the
Partners to do so. In addition, certain events may occur which could result in
early termination.

     The Fund's assets are allocated among accounts managed by professional
commodity trading advisors (the "Trading Advisors"). While it is not currently
the case, portions of the Fund's assets may be allocated to other investment
funds or pools at the discretion of the General Partner in order to access the
services of particular Trading Advisors. The General Partner is responsible
for selecting and monitoring the Trading Advisors, and it may add new Trading
Advisors in the future, terminate the current Trading Advisors, and will, in
general, allocate and reallocate the Fund's assets among the Trading Advisors
as it deems is in the best interests of the Fund.

     As of December 31, 2004, the aggregate capitalization of the Fund was
$254,801,257. The net asset value per limited partnership interest ("Unit") of
the Class A Units was $3,429.59, and the net asset value of the Class B Units
was $4,110.43.

     (b) Financial information about segments.

     The Fund's business constitutes only one segment for financial reporting
purposes, i.e., a speculative "commodity pool." The Fund does not engage in
sales of goods or services.


                                      1
<PAGE>



     (c) Narrative description of business.

     General

     The purpose of the Fund is to engage in the speculative trading, buying,
selling, or otherwise acquiring, holding or disposing of commodities,
including futures contracts, option contracts, forward contracts and any other
rights pertaining thereto for such other purposes as may be incidental or
related thereto, and in the future may engage in trading of securities, swaps
and options.

     The Fund trades speculatively in the U.S. and international futures and
forward markets and may include options and securities in the future.
Specifically, the Fund trades futures on interest rates, stock indices, energy
products, currencies, metals and agricultural commodities. The Fund trades
currency forwards and may trade forwards on other items in the future.

     General Partner

     The General Partner will manage all aspects of the Fund's business,
including selecting the Fund's Trading Advisors; allocating the Fund's assets
among them; possibly investing a portion of the Fund's assets in other
investment pools; selecting the Fund's Futures Broker(s), accountants and
attorneys; computing the Fund's Net Assets; reporting to Limited Partners;
directing the investment of Fund excess margin monies in interest-bearing
instruments and/or cash; and handling Partners' redemptions of their Units.
The General Partner will maintain office facilities for and furnish
administrative and clerical services to the Fund. The General Partner will be
reimbursed for certain out of pocket expenses for the Fund, including
clerical, accounting, legal, postage and shipping, offering costs, printing
and other expenses of the Fund. There have been no material administrative,
civil or criminal actions within the past five years against the general
partner or its principals and no such actions currently are pending.

     The Fund trades in a fully diversified portfolio of futures markets,
including energy products, agricultural products, precious and base metals,
stock market indices, interest rates (short-term and long-term) and foreign
currencies (majors, minors and cross rates). The Fund also trades currency
forwards, and may in the future trade options, swaps, securities and forwards
on markets other than currencies.

     The Fund trades on a variety of United States and foreign futures
exchanges. Approximately 60% of the Fund's trading is currently in the form of
exchange traded futures, and the balance is in off exchange currency forwards.
100% of the Fund's off-exchange trading takes place in the highly liquid,
institutionally-based currency forward markets, although other types of
forward contracts may be traded in the future.

     As in the case of its market sector allocations, the Fund's commitments
to different types of markets - U.S. and non-U.S., regulated and non-regulated
- differ substantially from time to time, as well as over time, and may change
at any time if the Fund's Trading Advisors, with the approval of The General
Partner determines such change to be in the best interests of the Fund.



                                      2
<PAGE>

     Trading Advisors and Allocations of the Fund

     As of December 31, 2004 the Trading Advisors of the Fund and the
allocation of the Fund's assets are approximately reflected as follows:

<TABLE>
<CAPTION>
   -------------------------------------------------- ---------------------------- -----------------------------
                                                              As a % of Total            As a % of Total Fund
                                                                Allocations                     Equity
   -------------------------------------------------- ---------------------------- -----------------------------
<S>                                                                 <C>                           <C>
        Aspect Capital, Ltd.                                        20%                           26%
   -------------------------------------------------- ---------------------------- -----------------------------
        Campbell & Company, Inc.                                    30%                           39%
   -------------------------------------------------- ---------------------------- -----------------------------
        Sunrise Capital Partners, LLC                               25%                           33%
   -------------------------------------------------- ---------------------------- -----------------------------
        DKR Fusion Management Co., LP                               15%                           19%
   -------------------------------------------------- ---------------------------- -----------------------------
        Willowbridge Associates, Inc.                               10%                           13%
   -------------------------------------------------- ---------------------------- -----------------------------
</TABLE>


     These allocations are subject to change at the General Partner's sole
discretion.

     While past performance is not necessarily indicative of future results,
the General Partner believes it is in the interests of the Fund to select
those Trading Advisors who have demonstrated ability during their trading
history. Consideration is given to the consistency of past returns. Also
considered are each Trading Advisor's reputation, personnel, integrity and
trading psychology, as well as its overall trading skill, money management,
administrative support and the total amount of funds under management.
Finally, the General Partner uses its discretion and judgment in applying each
of the above factors in making a final determination to include a particular
Trading Advisor in the Fund.

     Charges

     Each A Unit is subject to the same ongoing charges as all other A Units.
Each B Unit is subject to the same ongoing charges as all other B Units.

     Total expenses charged (as described below) to the A units annually,
other than the Trader's performance incentive fees, are estimated to equal
less than 3.98% of the A unit's net assets annually, and for B units is
estimated to equal less 4.02%. Total expenses, other than the Trader's
performance incentive fees, as a percentage of the Fund's average month-end
net assets for the years ended December 31, 2004, 2003 and 2002 were 5.9%,
5.6%, & 5.5% respectively.



                                      3
<PAGE>


     Description of Current Charges.
     -------------------------------
<TABLE>
<CAPTION>

------------------------ ----------------- ---------------------------------------------------------------------------------
         Recipient          Nature of                                       Amount of Payment
                             Payment
------------------------ ----------------- ---------------------------------------------------------------------------------
<S>                      <C>               <C>
Steben & Company, Inc.   Management Fee        A monthly  management  fee of .1625% per month (1.95%  annually) for Class A
                         (asset-based)     units & .1625% (1.95%  annually) for Class B units of Fund Net Assets at the end
                                           of each month. Steben & Company may pay a portion of its monthly management fee
                                           on an ongoing basis to selected agents who have sold the Units, in return for
                                           their provision of ongoing services to the Limited Partners.

                                               General Partner will receive an allocation pro rata from the other Partners
                                           of 1% of any increase (or decrease) in the Fund's Net Assets, without regard to
                                           additions and withdrawals.
------------------------ ----------------- ---------------------------------------------------------------------------------
Trading Advisors         Management Fees       The Trading Advisors will receive monthly management fees based upon the
                         (asset-based)     assets under their management as follows:

                                               o    Aspect:              .167% monthly (2% per year)
                                               o    Campbell:            .083% monthly (1% per year)
                                               o    Sunrise:             .083% monthly (1% per year)
                                               o    Willowbridge:        .083% monthly (1% per year)
                                               o    DKR:                   .5% quarterly (2% per year)

                                               The management fees are calculated at the end of each month.
------------------------ ----------------- -----------------------------------------------------------------------------------
Trading Advisors         Incentive Fees    The Trading Advisors receive incentive fees for any "Net New Trading Profits"
                                           generated on the portion of the Fund the respective Trading Advisor manages as
                                           follows:
                                               o    Aspect:                       20%
                                               o    Campbell:                     25%
                                               o    Sunrise:                      25%
                                               o    Willowbridge:                 25%
                                               o    DKR                           20%

                                           The incentive fees are calculated and payable quarterly.
------------------------ ----------------- -----------------------------------------------------------------------------------
Commodity brokerage      Clearing Brokers  The Fund will pay brokerage  commissions on U.S. futures  exchanges at the rate of
commissions and                            $4.40  to  $10.74  per  "round-turn"   futures  transaction  which  includes  NFA,
related fees                               execution,  clearing and exchange fees.  Brokerage  commissions will be higher for
                                           trades executed on some foreign exchanges. Steben & Company estimates that the
                                           round-turn equivalent rate charged to the Fund during each of the years ended 2004,
                                           2003 and 2002 was approximately $12.
------------------------ ----------------- -----------------------------------------------------------------------------------
Cargill Investor         Forward           A portion of the forward counterparty's  execution costs are included in the price
Services, Inc.           Counterparty      of each forward contract  purchased or sold, and,  accordingly,  such costs cannot
                         Execution         be determined but are charged.  Prime  brokerage  fees,  combined with the futures
                                           broker's  charges,  usually equal  approximately 1% of the Fund's net assets.  CIS
                                           Financial Services,  Inc., the Fund's primary forward  counterparty  charges a $20
                                           per million service charge per round turn.
------------------------ ----------------- -----------------------------------------------------------------------------------
</TABLE>


                                      4
<PAGE>


<TABLE>
<CAPTION>
------------------------ ----------------- -----------------------------------------------------------------------------------
         Recipient          Nature of                                        Amount of Payment
                             Payment
------------------------ ----------------- -----------------------------------------------------------------------------------
<S>                      <C>               <C>
Selling Agents           Selling Agent     A monthly  fee of .1667% (2% per year) for A units and .0167%  (0.2% per year) for
                         Fees              B units  will be  charged  to the  Fund  and paid to the  Selling  Agents.  To the
                                           extent the General Partner is responsible for the sale of Units, or in cases where
                                           the Selling Agent does not receive this fee, the General Partner will retain these
                                           monthly fees.
------------------------ ----------------- -----------------------------------------------------------------------------------
Steben & Company         Professional Fees The Fund will pay its accounting, audit, legal, administrative and offering
                                           expenses estimated at approximately 0.89% of the average month-end net asset
                                           value each year. However, if and to the extent these expenses (other than
                                           extraordinary costs, none of which are anticipated) exceed 1.00% of the Fund's
                                           average month-end net assets per calendar year, the General Partner will reimburse
                                           the Fund for such excess after the close of the applicable year. These expenses
                                           during the years ended 2004, 2003 and 2002 were .89%, 1.00%, and .58% of the Fund's
                                           average net assets, respectively.

                                           There may be extraordinary expenses (including any extraordinary legal and
                                           accounting fees) the Fund may have although none are anticipated.
------------------------ ----------------- -----------------------------------------------------------------------------------
</TABLE>


     Regulation

     Under the Commodity Exchange Act, commodity exchanges and commodity
futures trading are subject to regulation by the CFTC. The NFA, a registered
futures association under the Commodity Exchange Act, is the only non-exchange
self-regulatory organization for commodity industry professionals. The CFTC
has delegated to the NFA responsibility for the registration of "commodity
trading advisors," "commodity pool operators," "futures commission merchants,"
"introducing brokers" and their respective "associated persons" and "floor
brokers." The Commodity Exchange Act requires "commodity pool operators," and
"commodity trading advisors" and futures brokers or "futures commission
merchants" such as the Fund's futures broker to be registered and to comply
with various reporting and recordkeeping requirements. Steben & Company and
the Fund's futures broker are members of the NFA. The CFTC may suspend a
commodity pool operator's or trading advisor's registration if it finds that
its trading practices tend to disrupt orderly market conditions, or as the
result of violations of the Commodity Exchange Act or rules and regulations
promulgated there under. In the event the General Partner's registration as a
commodity pool operator were terminated or suspended, the General Partner
would be unable to continue to manage the business of the Fund. Should the
General Partner's registration be suspended, termination of the Fund might
result.

     In addition to such registration requirements, the CFTC and certain
commodity exchanges have established limits on the maximum net long and net
short positions which any person, including the Fund, may hold or control in
particular commodities. Most exchanges also limit the maximum changes in
futures contract prices that may occur during a single trading day. The Fund
also trades in dealer markets for forward contracts, which are not regulated
by the CFTC. Federal and state banking authorities also do not regulate
forward trading or forward dealers. In addition, the Fund trades on foreign
commodity exchanges, which are not subject to regulation by any United States
government agency.


                                      5
<PAGE>



(i) through (xii) - not applicable.

     (xiii) The Fund has no employees.

(d) Financial Information about Geographic Areas

The Fund does not engage in material operations in foreign countries (although
it does trade from the United States in foreign currency forward contracts and
on foreign futures exchanges), nor is a material portion of its revenues
derived from foreign customers.

ITEM 2: Properties

     The Fund does not use any physical properties in the conduct of its
business. Its assets currently consist of futures and other contracts, cash,
high grade short-term fixed income securities (one year or under) and U.S.
Treasury Bills.

ITEM 3: Legal Proceedings

     Neither the Fund nor Steben & Company has ever been the subject of any
material litigation, nor is the Fund aware of any pending legal proceedings to
which any of its assets are subject.

     ITEM 4: Submission of Matters to a Vote of Security Holders

     None.

                                    PART II
                                    -------

     ITEM 5: Markets for Registrant's Common Equity, related Stockholder
     Matters and Issuer Purchases of Equity Securities.

     (a) Market information

     Neither A Units nor B Units of the Fund are publicly traded. Both A Units
and B Units may be transferred or redeemed subject to the conditions imposed
by the Partnership Agreement.

     (b) Holders

     As of December 31, 2004, there were 2,895 and 567 holders of A Units and
B Units, respectively.

     (c) Dividends

     The General Partner has sole discretion in determining what
distributions, if any, the Fund will make to its limited partners. The General
Partner has not made any distributions as of the date hereof.

     (d) Securities Authorized for Issuance under Equity Compensation Plans

     None

     (e) Recent Sales of Unregistered Securities, Use of Proceeds from
Registered Securities


                                      6
<PAGE>



     A and B units are being offering on a continuous basis at subsequent
closing dates at a price equal to the net asset value per unit as of the close
of business on each applicable closing date, which is the last business day of
each month. Sales of the A Units and B Units during the fourth quarter 2004
were as follows:

          UNITS                  OCTOBER        NOVEMBER        DECEMBER
         ------                  -------        --------        --------

         A UNITS
         Units sold           2,129.0598       2,554.2205     2,466.6893
         Net asset value      $6,666,192       $8,428,366     $8,509,258


         B UNITS
         Units sold             795.2113       1,332.3953     1,311.5940
         Net asset value      $2,970,356       $5,253,224     $5,414,432

     The proceeds of the offering are deposited in the Fund's bank and
brokerage accounts for the purpose of engaging in trading activities in
accordance with the Fund's trading policies and its trading advisors'
respective trading strategies.

     ITEM 6: Selected Financial Data.
<TABLE>
<CAPTION>
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------

                                  For the Year       For the Year      For the Year      For the Year     For the Year
                                  Ended              Ended             Ended             Ended            Ended
                                  December 31, 2004  December 31,2003  December 31,2002  December 31,2001 December 31,2000
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
<S>                                  <C>                    <C>               <C>                 <C>            <C>
Income Statement Items:
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
Gain (loss) from Trading -
Realized and unrealized              $16,756,129            $9,008,846        $2,351,040          $818,056       $1,456,933
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
Brokerage Commissions                -$1,346,001             -$246,478          -$55,479          -$68,452         -$75,919
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
         Gain From Trading           $15,410,128            $8,762,368        $2,295,561          $749,604       $1,381,014
                                     -----------            ----------        ----------          --------       ----------
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
Interest income                      $1,863,091               $339,961          $132,088          $274,125         $322,028
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
Expenses:
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
General Partner management fee       $3,397,591               $655,881          $114,153           $93,518          $77,809
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
General Partner 1% allocation           $21,822                $51,412           $15,670            $3,913          $11,779
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
Trading Advisor management fees      $2,517,558               $384,029           $96,622           $86,190          $71,584
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
Advisor Incentive Fees               $4,956,093             $2,101,829          $494,896          $339,957         $274,252
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
Selling Agent fees                   $2,733,183               $480,685          $106,289           $86,713           72,202
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
Net Operating expenses               $1,486,548               $338,913           $48,693           $26,000          $29,269
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
</TABLE>


                                      7
<PAGE>

<TABLE>
<CAPTION>
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
<S>                                  <C>                    <C>               <C>                 <C>            <C>
Net Income (loss)                    $2,160,424             $5,089,580        $1,551,326          $387,438       $1,166,147
                                     ==========             ==========        ==========          ========       ==========
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
Balance Sheet Items:
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
Total assets                        $263,976,749           $88,617,926       $10,224,769        $6,776,473       $6,529,348
                                    ------------           -----------       -----------        ----------       ----------
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------
Total Partners' capital             $254,801,257           $77,765,859        $9,957,808        $6,732,365       $6,208,741
                                    ------------           -----------        ----------        ----------       ----------
--------------------------------- ------------------ ----------------- ----------------- ---------------- -----------------

Class A Units:

---------------------------------- ---------------- ----------------- ----------------- ---------------- -----------------
Net asset value per Unit                 $3,429.59         $3,418.95         $2,966.76        $2,480.69         $2,367.45
---------------------------------- ---------------- ----------------- ----------------- ---------------- -----------------
Increase in net asset value per             $10.64           $452.19           $486.07          $113.24           $430.17
Unit
---------------------------------- ---------------- ----------------- ----------------- ---------------- -----------------

Class B Units:

--------------------------------- ----------------- ----------------- ----------------- ---------------- -----------------
Net asset value per Unit             $4,110.43             $4,022.67         $3,425.61        $2,811.36         $2,634.21
--------------------------------- ----------------- ----------------- ----------------- ---------------- -----------------
Increase in net asset value per        $87.76                $597.06           $614.25          $177.15           $517.98
Unit
--------------------------------- ----------------- ----------------- ----------------- ---------------- -----------------
</TABLE>


                                      8
<PAGE>



Supplementary Financial Information


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                    Futures Portfolio Fund (Class A Units)

NAV per Unit            2004          2003        2002          2001          2000
------------            ----          ----        ----          ----          ----

<S>                  <C>           <C>          <C>           <C>           <C>
January              $3,486.39     $3,298.81    $2,462.33     $2,405.78     $1,977.10
February             $3,801.30     $3,566.57    $2,342.03     $2,439.88     $1,898.83
March                $3,800.61     $3,329.98    $2,370.39     $2,618.23     $1,869.43
April                $3,477.92     $3,370.95    $2,304.42     $2,386.05     $1,790.45
May                  $3,442.62     $3,493.74    $2,410.70     $2,510.40     $1,808.51
June                 $3,255.89     $3,331.19    $2,725.58     $2,429.67     $1,817.80
July                 $3,206.99     $3,143.56    $2,875.80     $2,383.35     $1,690.81
August               $3,129.38     $3,204.49    $2,930.74     $2,452.88     $1,956.22
September            $3,131.05     $3,164.24    $3,118.88     $2,618.48     $1,844.28
October              $3,299.78     $3,281.63    $2,938.30     $2,815.10     $1,863.89
November             $3,449.68     $3,238.83    $2,790.39     $2,408.71     $2,040.48
December             $3,429.59     $3,418.95    $2,966.76     $2,480.67     $2,367.45
--------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------
                    Futures Portfolio Fund (Class B Units)

NAV per Unit            2004          2003        2002          2001          2000
------------            ----          ----        ----          ----          ----

January              $4,108.34     $3,814.99    $2,794.84     $2,680.95     $2,163.05
February             $4,486.70     $4,131.04    $2,662.37     $2,723.12     $2,080.57
March                $4,492.74     $3,862.80    $2,698.73     $2,926.66     $2,051.48
April                $4,117.57     $3,916.34    $2,627.63     $2,671.19     $1,967.79
May                  $4,081.99     $4,065.30    $2,753.03     $2,814.72     $1,990.69
June                 $3,866.47     $3,881.99    $3,117.42     $2,728.37     $2,003.98
July                 $3,814.21     $3,668.83    $3,294.31     $2,680.45     $1,866.79
August               $3,727.61     $3,747.25    $3,362.41     $2,762.89     $2,163.24
September            $3,735.31     $3,705.83    $3,583.76     $2,953.96     $2,042.53
October              $3,942.68     $3,849.25    $3,382.35     $3,180.68     $2,067.42
November             $4,128.13     $3,804.86    $3,216.98     $2,725.60     $2,266.86
December             $4,110.43     $4,022.67    $3,425.62     $2,811.36     $2,634.21
--------------------------------------------------------------------------------------
</TABLE>



                                      9
<PAGE>



                 FUTURES PORTFOLIO FUND, L.P. (Class A Units)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
Rate of Return                   2004        2003         2002        2001         2000
--------------------------------------------------------------------------------------------
<S>                              <C>         <C>         <C>          <C>          <C>
January                          1.97        11.19       (0.74)       1.62         2.06
February                         9.03        8.12        (4.89)       1.42        (3.96)
March                           (0.02)      (6.63)        1.21        7.31        (1.55)
April                           (8.49)       1.23        (2.78)      (8.87)       (4.22)
May                             (1.01)       3.64         4.61        5.21         1.01
June                            (5.42)      (4.65)       13.06       (3.22)        0.51
July                            (1.50)      (5.63)        5.51       (1.91)       (6.99)
August                          (2.42)       1.94         1.91        2.92        15.70
September                        0.05       (1.26)        6.42        6.75        (5.72)
October                          5.39        3.71        (5.79)       7.51         1.06
November                         4.54       (1.30)       (5.03)      (14.44)       9.47
December                        (0.58)       5.56         6.32        2.99        16.02
--------------------------------------------------------------------------------------------

Year                             0.31        15.24       19.59        4.77        22.20
--------------------------------------------------------------------------------------------


                 FUTURES PORTFOLIO FUND, L.P. (Class B Units)

--------------------------------------------------------------------------------------------
Rate of Return                   2004        2003         2002        2001         2000
--------------------------------------------------------------------------------------------
January                          2.13        11.37       (0.59)       1.77         2.21
February                         9.21        8.28        (4.74)       1.57        (3.81)
March                            0.13       (6.49)        1.37        7.47        (1.40)
April                           (8.35)       1.39        (2.63)      (8.73)       (4.08)
May                             (0.86)       3.80         4.77        5.37         1.16
June                            (5.28)      (4.51)       13.24       (3.07)        0.67
July                            (1.35)      (5.49)        5.67       (1.76)       (6.85)
August                          (2.27)       2.14         2.07        3.08        15.88
September                        0.21       (1.11)        6.58        6.92        (5.58)
October                          5.55        3.87        (5.62)       7.68         1.22
November                         4.70       (1.15)       (4.89)      (14.31)       9.65
December                        (0.43)       5.72         6.49        3.15        16.21
--------------------------------------------------------------------------------------------

Year                             2.18        17.43       21.86        6.72        24.48
--------------------------------------------------------------------------------------------
</TABLE>



                                      10
<PAGE>



                            FUTURES PORTFOLIO FUND
                           Summarized Quarterly Data
              For the First and Second Quarters for 2003 and 2004

<TABLE>
<CAPTION>
                                         March 31, 2004                June 30, 2004
                                      Class A       Class B       Class A        Class B
                                     Interests     Interests     Interests      Interests
                                     ---------     ---------     ---------      ---------
<S>                                 <C>            <C>          <C>            <C>
Gain (Loss) from trading            $12,568,710    $4,115,496   ($16,042,713)  ($4,998,133)

Net Income (Loss)                    $8,233,897    $2,815,324   ($17,297,041)  ($5,225,782)

Net Income (Loss) Per Unit
  (based on weighted average number of
  units outstanding during the period)  $390.97       $474.52       ($523.38)     ($611.15)

Increase (Decrease) in Net Asset
    Value Per Unit                      $381.66       $470.07       ($544.72)     ($626.27)

Net Asset Value Per Unit              $3,800.61     $4,492.74      $3,255.89     $3,866.47

Ending Net Asset Value              $84,794,173   $27,188,259   $127,937,152   $36,162,762



                                         March 31, 2003                June 30, 2003
                                      Class A       Class B        Class A       Class B
                                     Interests     Interests     Interests      Interests
                                     ---------     ---------     ---------      ---------

Gain (Loss) from trading               $535,087    $1,047,335       $105,231      $123,970

Net Income (Loss)                      $365,768      $781,031       ($92,043)       $1,223

Net Income (Loss) Per Unit
  (based on weighted average number of
  units outstanding during the period)  $216.60       $403.11        ($26.91)        $0.52

Increase (Decrease) in Net Asset
    Value Per Unit                      $363.22       $437.18          $1.20        $19.20

Net Asset Value Per Unit              $3,329.98     $3,862.79      $3,331.18     $3,881.99

Ending Net Asset Value               $7,069,608    $7,867,105    $13,032,960    $9,763,022
</TABLE>


                                      11
<PAGE>



                            FUTURES PORTFOLIO FUND
                           Summarized Quarterly Data
              For the Third and Fourth Quarters for 2003 and 2004

<TABLE>
<CAPTION>

                                       September 30, 2004            December 31, 2004
                                     Class A       Class B        Class A        Class B
                                    Interests     Interests      Interests      Interests
                                    ---------     ---------      ---------      ---------
<S>                                 <C>           <C>            <C>            <C>
Gain (Loss) from trading            ($4,010,406)  ($1,193,869)   $19,402,709    $5,568,334

Net Income (Loss)                   ($5,742,051)  ($1,497,023)   $16,039,164    $4,833,936

Net Income (Loss) Per Unit
  (based on weighted average number of
  units outstanding during the period) ($120.97)     ($129.05)       $291.86       $354.35

Increase (Decrease) in Net Asset
    Value Per Unit                     ($124.84)     ($131.17)       $298.54       $375.13

Net Asset Value Per Unit              $3,131.05     $3,735.30      $3,429.59     $4,110.43

Ending Net Asset Value             $159,440,406   $43,231,921   $194,513,666   $60,287,591



                                       September 30, 2003            December 31, 2003
                                     Class A       Class B        Class A        Class B
                                    Interests     Interests      Interests      Interests
                                    ---------     ---------      ---------      ---------
Gain (Loss) from trading              ($592,018)    ($402,981)    $5,669,998    $2,275,746

Net Income (Loss)                     ($835,857)    ($483,622)    $3,761,140    $1,591,940

Net Income (Loss) Per Unit
  (based on weighted average number of
  units outstanding during the period) ($117.04)     ($137.08)       $267.08       $316.42

Increase (Decrease) in Net Asset
    Value Per Unit                     ($166.96)     ($176.16)       $254.73       $316.84

Net Asset Value Per Unit              $3,164.22     $3,705.83      $3,418.95     $4,022.67

Ending Net Asset Value              $29,176,962   $15,783,743    $55,901,105   $21,864,754
</TABLE>



                                      12
<PAGE>



     ITEM 7: Management's Discussion and Analysis of Financial Condition and
     Results of Operations.

     Introduction

     Gains or losses are realized when contracts are liquidated. Net
unrealized gains or losses on open contracts (the difference between contract
price and market price) are reported in the statement of financial condition
as a net gain or loss, as there exists a right of offset of unrealized gains
or losses in accordance with Financial Accounting Standards Board
Interpretation No. 39 - "Offsetting of Amounts Relating to Certain Contracts".
Any change in net unrealized gain or loss from the preceding period is
reported in the statement of operations. United States government and agency
securities are stated at cost plus accrued interest, which approximates market
value. For purposes of both financial reporting and calculation of redemption
value, net asset value per unit is calculated by dividing the net asset value
of Class A or Class B by the number of outstanding Class A or Class B units.

     Results of Operations

     The returns for A units for the years ended December 31, 2004, 2003 and
2002 were .31%, 15.24% and 19.59% respectively. The returns for B units for
the years ended December 31, 2004, 2003 and 2002 were 2.18 %, 17.43 % and
21.86 %, respectively. Further analysis of the trading gains and losses is
provided below.

     2004

     A Units of the Fund were up 1.97% for the month of January 2004 and B
Units were up 2.13%. Fund performance in January was positive despite some
late price reversals in the U.S. dollar and U.S. interest rate sensitive
markets. The Federal Open Market Committee introduced some minor language
changes to its policy statement, suggesting to some that the Federal Reserve
might be setting the stage to increase short term rates. This caused the U.S.
dollar to rise sharply against major foreign currencies and it caused prices
on long term U.S. interest rate instruments to fall, reflecting a rise in long
term interest rates. Overall, the Fund benefited from net profits in virtually
all market sectors including foreign currencies, equities, agricultural,
energy and metals. Only the Fund's long positions in interest rate sensitive
instruments, including the 30 year Treasury bond and 10 year Treasury note,
experienced a loss.

     A Units of the Fund were up 9.03% for the month of February 2004 and B
Units were up 9.21%. The Fund benefited from gains across all market sectors
in February including interest rates, energy, currencies, agricultural
commodities, metals and equities. The Fund's strongest returns came from long
positions on interest rate instruments as futures prices on several European
and U.S. medium term instruments trended higher in anticipation of possible
rate cuts in the euro zone. In the energy sector, the Fund's long positions in
crude oil continued to profit. The Organization of Petroleum Exporting
Countries (OPEC) maintained tight production controls in spite of strong
demand, which pushed oil prices close to the highs observed before the
invasion of Iraq.

     A Units of the Fund were down 0.02% for the month of March 2004 and B
Units were up .13%. Fund performance was virtually flat for the month with
losses from the energy and foreign currency markets edging out gains from
metals, interest rate instruments and agricultural commodities. The strongest
returns came from long positions in soybean futures as heavy



                                      13
<PAGE>



demand from China continued to push prices higher. Metals were profitable due
to a continuing upward trend in silver. The U.S. dollar was mixed for the
month with small gains against most of the major currencies but losing ground
to the Japanese yen. An overseas bombing in Madrid along with lackluster U.S.
economic data, created additional volatility in the energy markets that led to
modest losses in the Fund's long positions.

     A Units of the Fund were down 8.49% for the month of April 2004 and B
Units were down 8.35%. After showing positive returns for the first quarter,
price trend reversals in the fixed income, metals and currency markets
produced losses for the Fund during the month. The energy market, which
profited from long positions in both light crude and unleaded gas, was the
only positive performing sector in April. Medium and long-term interest rate
instruments fell sharply after the release of U.S. non-farm payroll numbers
which supported growing sentiment that the U.S. economy was on a stronger
footing. Reaction to the Federal Reserve's comments to Congress and growing
anticipation that the Fed will raise short-term interest rates, caused upward
trends in metal prices to reverse. The U.S. dollar rallied against major
currencies energized by stronger U.S. economic reports which created
additional losses for the Fund.

     A Units of the Fund were down 1.01% for the month of May 2004 and B Units
were down 0.86%. During May, many of the world's financial markets traded in a
tight range as market participants wrestled with the outlook for U.S. interest
rates, inflation, corporate earnings and events in the Middle East. Profits
were generated by the fund's long positions in the energy and agricultural
sectors, especially in crude oil (which went to record highs), unleaded gas,
heating oil and soybeans. However, late month production announcements by the
Saudi government led to a brief reversal in oil futures prices and some pull
back in our energy related profits. A mid-month reversal in the direction of
the U.S. dollar resulted in our profits in energy being overshadowed by losses
from foreign exchange positions, including the Australian dollar and British
pound.

     A Units of the Fund were down 5.42% for the month of June 2004 and B
Units were down 5.28%. June was a turbulent month for interest rate and energy
markets. Prices for short-term interest-rate instruments and petroleum
products reversed sharply this month while long-term bonds and the U.S. dollar
continued to vacillate ahead of the FOMC's decision on interest rates. Choppy
market conditions and extended periods of price consolidation, such as those
experienced over the past few months, typically result in losses for trend
following systems and June was no exception. The largest realized losses for
the fund were in light crude oil, the Australian dollar and unleaded gas. The
largest profits were in cotton, the ten-year Japanese government bond and the
Nikkei 225 Index.

     A Units of the Fund were down 1.50% for the month of July 2004 and B
Units were down 1.35%. Interest rates, currencies and global equity indices
drifted without significant trends in July leading to a loss in the Fund for
the month. Although upbeat comments from the Federal Reserve temporarily
pushed interest rates and the U.S. dollar higher, the same markets reversed
following a weaker than expected durable goods report. Precious metals also
experienced intra-month reversals. Energy and agricultural markets were
profitable however, which partially offset the losses from the other sectors.
Oil and gasoline prices continued to rise to historical highs on supply
concerns from Russian based Yukos Oil. The Fund's short positions in cotton
and corn contracts also produced profits.



                                      14
<PAGE>



     A Units of the Fund were down 2.42% for the month of August 2004 and B
Units were down 2.27% for the month. In August, several market sectors
continued to drift without major trends. The U.S. dollar whipsawed in reaction
to news events, including economic reports that failed to provide any clear
direction for the U.S. economy. Oil prices declined sharply from all time
highs late in the month resulting in losses from the Fund's long positions in
crude oil. Profits from short positions in natural gas however helped to stem
the loss in the energy sector. Sugar and cotton prices reversed this month
resulting in losses from the agricultural sector. The Fund continued to profit
from its long positions in interest rate instruments, partially offsetting the
losses in the other sectors.

     A Units of the Fund were up 0.05% for the month of September 2004 and B
Units were up 0.21% for the month. The Fund finished virtually unchanged for
the month despite solid gains in the energy and agricultural commodity
sectors. Prices across the energy sector trended higher as concerns about oil
supply in the wake of hurricane Ivan and possible production disruptions in
Russia, Nigeria and Iraq pushed crude oil prices to record highs. However,
losses from interest rate instruments offset most of the energy profits after
bond prices reversed in reaction to comments and actions by the Federal
Reserve. Losses also came from equity indices on fears that higher fuel costs
might begin to impact corporate earnings and hurt economic growth.

     A Units of the Fund were up 5.39% for the month of October 2004 and B
Units were up 5.55%. The Fund profited from solid trends across multiple
market sectors including energy, foreign currency and fixed income. Worries
over world oil supplies pushed energy prices higher including crude oil, which
posted another record high. Rising energy prices and a report on the growing
U.S. trade deficit indicated to the financial markets a possible slowdown in
the U.S. economy. As a result bond prices moved higher and the U.S. dollar
declined which benefited the Fund's positions in those sectors. The Fund
experienced some losses in metals as copper and nickel prices reversed their
strong upward trend in reaction to speculation that China's economy was
cooling and that Chinese imports were declining.

     A Units of the Fund were up 4.54% for the month of November 2004 and B
Units were up 4.70%. In November the Fund profited from trends in most market
sectors including foreign exchange, metals, interest rate instruments and
equity indices. Long positions in foreign exchange contracts generated the
Fund's strongest gains as the U.S. dollar continued to decline against most
major foreign currencies. The weakness in the dollar also led to higher prices
in precious metals which benefited the Fund's long positions in gold and
silver. Long positions in long term interest rate instruments including the
Euro Bund and British Long Gilt were also profitable. The Fund's losing
positions included natural gas and heating oil.

     A Units of the Fund were down 0.58% for the month of December 2004,
ending the year up 0.31%. B Units were down 0.43% for the month and up 2.18%
for the year. Performance was mixed in December with losses from the metals,
energy and currency sectors edging out profits from equity, interest rate and
agricultural market contracts. Global stock indices and bond markets finished
the month higher, generating profits for the Fund's long positions in those
markets. The Fund lost ground on its long positions in precious metals after
gold and silver contracts fell sharply in response to a rebound in the U.S.
dollar. In addition, the energy sector went through volatile periods after the
release of several inventory announcements, which led to



                                      15
<PAGE>



significant whipsawing in those markets. For the year the Fund's strong fourth
quarter performance offset the mid-year drawdown leaving the Fund positive for
2004.


     2003

     A Units of the Fund were up 11.19% for the month of January 2003 and B
Units were up 11.37%. The trends that created opportunity for the Fund in 2002
continued into January 2003. Profits were earned in every sector other than
stock indices. However, the environment was one where the prospect of war with
Iraq significantly affected the Fund's whole portfolio.

     A Units of the Fund were up 8.12% for the month of February 2003 and B
Units were up 8.28%. The Fund was positive again in February with metals being
the only negative sector. Strong momentum in energy, fixed income, currencies
and stock indices continued, largely as a result of the troubled global
geopolitical outlook.

     A Units of the Fund were down 6.63% for the month of March 2003 but up
12.25% for the quarter. B Units were down 6.49% for the month but up 12.77%
for the quarter. A market reversal occurred in March. Initially energy,
precious metals and fixed income markets all sold off sharply, while equities
and the U.S. dollar rallied. Several days into this correction, these markets
all sold off suddenly, as anticipation of a quick resolution in Iraq subsided.
Although the Fund sustained losses, they were relatively modest, giving the
Fund a positive first quarter.

     A Units of the Fund were up 1.23% for the month of April 2003 and B Units
were up 1.39%. In April many markets had calmed significantly at this time,
but uncertainty was still prevalent in global markets due to the many
unresolved geopolitical issues. A strong performance in the currencies sector
was partially offset by negative performances in the metals, stock index and
agricultural sectors.

     A Units of the Fund were up 3.64% for the month of May 2003 and B Units
were up 3.80%. In May, the uncertainty that remained in April dominated the
markets the Fund trades and led to another positive month. While corporate
earnings looked stronger, unemployment, overcapacity and the ongoing threat of
terrorism still loomed large over the global financial markets. The U.S.
dollar weakened further against the other major currencies despite the concern
expressed by the United States' trade partners over the impact this would have
on global trade. Interest rates were the best performing sector for the Fund
particularly at the long end of the yield curve, where higher prices reflected
lower rates. Currency cross rates were also positive, while losses in the
energy, stock index, agricultural and currency sectors offset some of those
gains.

     A Units of the Fund were down 4.65% for the month of June 2003 but
relatively flat at +.04% for the quarter. B Units were down 4.51% for the
month but up .50% for the second quarter. With a negative result for June, the
Fund finished the first half of 2003 with solid returns. Profits for the month
were earned in the currency sector while long-term interest rates lost value
as yield curves steepened, particularly the Japanese government bond.
Short-term interest rates and stock index sectors contributed modest gains for
the month, while the energy, metals, agricultural and currency cross-rates
contributed small losses.

     A Units of the Fund were down 5.63% for the month of July 2003 and B
Units were down 5.49%. July performance was down as the largest positions
suffered significant reversals. Currencies and cross rates were the poorest
performers as the U.S. dollar rallied strongly. The surprisingly sharp
sell-off in long term bonds also resulted in losses, but short term interest
rates were only slightly negative. Equity indices produced the best sector
performance in July,



                                      16
<PAGE>



reflecting growing investor confidence in the economic recovery and the
potential for improved growth. Despite July's reversal, returns remain
positive for the year, and have kept pace with the major equity indices other
than the NASDAQ.

     A Units of the Fund were up 1.94% for the month of August 2003 and B
Units were up 2.14% for the month. Performance rebounded in August despite a
tumultuous market environment. Trading volumes are typically thin in August
because of summer vacations in Europe and North America. This loss of
liquidity tends to exaggerate price action and volatility, and often provides
good trading opportunities. Stock indices were the best performer of the month
as the equity markets posted their sixth straight month of gains. Much of this
can be attributed to improving consumer confidence and higher disposable
income arising from the federal tax cuts. Sharply increased defense spending
is also stimulating economic growth. The energy sector contributed solid
positive returns as crude oil remained above the thirty dollar level on
continuing supply concerns. Industrial and precious metals trading results
were relatively flat.

     A Units of the Fund were down 1.26% for the month of September 2003 and
down 5.01% for the quarter. B Units were down 1.11% for the month and 4.54%
for the third quarter. The currency sector was the star performer again in
September, as short dollar positions benefited from continued weakness in the
U.S. dollar. After showing positive returns for most of the month, sudden
reversals in the fixed income, equity and energy markets put the Fund into
negative territory late in the month. The energy sector rallied sharply as
OPEC surprised the markets with unexpected production cuts. Equity indices
were lower following poor consumer confidence numbers. The safe haven of
government bonds lured investors away from equities and back into the treasury
sector, resulting in a fall in the higher yields seen in August.

     A Units of the Fund were up 3.71% for the month of October 2003 and B
Units were up 3.87%. The continued but orderly decline of the U.S. dollar
against the other major currencies provided good trending opportunities during
October, but an unexpectedly sharp decline in the Yen at the end of the month
took some of the shine off what could have been a really strong month. On the
negative side, currency cross rates, interest rates and energies all resulted
in losses. The energy markets were particularly volatile, with natural gas
prices whipsawing on shifting weather predictions, while crude oil declined
sharply from the high end of its recent trading range. A surprise in third
quarter GDP lent strong upward momentum to U.S. equities, while an improvement
in M&A and IPO activity provided additional positive news for potential
recovery. On the negative side, consumer spending opinions remain mixed, while
concerns persist about a weak labor market ahead of the U.S. employment
numbers in November.

     A Units of the Fund were down 1.30% for the month of November 2003 and B
Units were down 1.15%. Although there were good profits in November with
currencies and stock indices they were offset by losses in energy and interest
rates. As global equity prices continued to strengthen, the U.S. dollar
weakened, reaching 10 and 5 year lows against the Canadian dollar and Sterling
respectively, while the Euro made an all time high late in the month. There is
growing concern over Japan and China's stubborn resistance to market pressures
that want their currencies to strengthen, while in the U.S., the combination
of a potentially strong recovery and continuing low short-term interest rates
are raising inflationary concerns. Despite recent strength in U.S. equity
prices, this could ultimately discourage the buying of U.S. equities,
particularly from the Euro-zone.

     A Units of the Fund were up 5.56% for the month of December, 8.05% for
the quarter and 15.24% for 2003. B Units were up 5.72% for the month, 8.55%
for the fourth quarter and 17.43% for 2003. There was a strong finish to an
interesting year in which the simultaneous fall



                                      17
<PAGE>



in the U.S. dollar and the rise in U.S. equity prices surprised many traders
and analysts. A substantial portion of the Fund's first quarter gains were
generated from the market response to concerns about the impending war with
Iraq, but an initial calming in the second quarter ended with one of the most
dramatic drops in the prices of U.S. Treasuries in 20 years, wiping out almost
all of our gains in the interest rates sector. In the second half of 2003,
profits were derived primarily from short positions in the U.S. dollar and
long positions in global equity indices. These positions were also responsible
for most of the gains for the full year.

     2002
     ----

     First Quarter 2002:

     A Units of the Fund were down 4.45% for the first quarter of 2002 and B
units were down 4.00%. During January, the Enron and Global Crossing
bankruptcies took a toll on the U.S. equities markets that were already under
pressure and resulted in a stumbling start to the New Year, as layoffs,
earnings restatements and revenue declines continued to dominate the business
news. The Fund posted a small loss for January, largely as a result of
volatility in the global currency markets. Energy and short stock index
positions contributed small gains. The high market volatility in January
continued into February. Sentiment reversed abruptly on positive economic news
on home sales, manufacturing and consumer spending. The Fund's performance was
negative in February with losses in energy, stock indices and long-term
interest rates only partially offset by gains in short-term interest rates.
March was a mixed month in which positive performance in the energy and
interest rate sectors just offset losses in stock indices and currencies. The
Japanese Yen produced the largest loss when it rallied in reaction to Bank of
Japan intervention in preparation for their March 31st fiscal year-end as the
Fund was maintaining a short position. Energy was the strongest performing
sector profiting from long positions in crude oil and unleaded gas. The loss
in the stock indices sector came from short positions in the Nikkei and Hang
Seng indices as Asian equities rallied.

     Second Quarter 2002:

     A Units of the Fund were up 14.98% for the second quarter of 2002 and B
Units were up 15.52%. April was a difficult trading month for the Fund. The
fixed income sector was adversely affected as hopes of imminent economic
recovery sputtered causing the majority of the trading losses for the month.
Broad-based selling of the three leading U.S. equity indices put them at their
lowest levels since October 2001 and contributed to the Fund's losses for the
month. The month of May finally provided some trending opportunities that the
Fund was able to profit from. The currencies and interest rates sectors
provided the gains for the month, but these were offset by losses in the
energy and stock indices sectors. While the equities markets remained nervous,
many alternative investment strategies, including managed futures, were able
to provide positive returns. Strong performance in the month of June
contributed to a positive second quarter and more than made up for losses
during the beginning of the year. Many major U.S. equity indices declined
further as domestic and international investor confidence was battered by
reports of corporate leadership scandals. The U.S. Dollar lost ground against
many major trading partners, while interest rate futures rose and stock
indices declined. These three sectors contributed significantly to the profits
in June, while small losses were recorded in the metals and energy sectors.

     Third Quarter 2002:

     A Units of the Fund were up 14.43% for the third quarter of 2002 and B
Units were up 14.95%. The Fund's positive performance continued in July.
Positive performance was mainly



                                      18
<PAGE>



attributable to profits in short stock indices and long interest rate
positions. These gains were reduced by small negative performances in metals,
currencies and cross rates as the dollar strengthened against other major
currencies, again rising above parity with the Euro. In August, the Fund
recorded another month of positive performance with profits in the interest
rates, currencies, stock indices and energy sectors. Global markets continued
to respond to weak U.S. economic data and concerns over geopolitical
developments. September was the fifth consecutive month of positive returns
for the Fund. Profits were earned in the stock indices, interest rates and
energy sectors offset by losses in the currencies sector. Further reports of
corporate governance and accounting failures, the possibility of a war in the
Middle East, rising jobless claims, disappointing earnings and an uncertain
retail outlook were compounded by high energy prices and systemic instability
in Japan and Brazil. In this time of global economic weakness and uncertainty,
the Fund's ability to trade both the long and short side of a diverse
portfolio of international markets proved to be a beneficial tool.

     Fourth Quarter 2002:

     A Units of the Fund were down 4.87% for the fourth quarter of 2002 and B
Units were down 4.41%. For the year, A units were up 19.59% and B units were
up 21.86%. Many of the trends that had been profitable for the Fund over the
preceding five months reversed during October, resulting in losses in interest
rates, equity indices and precious metals. The U.S. Dollar weakened on
unfavorable Gross Domestic Product news and caused losses in the currencies
sector. U.S. equities surprised the market by turning in their second best
month since 1997. As the United Nations discussed the possible conflict in
Iraq, energy prices sold off sharply making this the Fund's worst performing
sector in October. In October and November, U.S. equity prices rose at a
faster pace than any time since 1997. Over this same period, the Fund was
defensively positioned against a reversal of the major trends that were
profitable this year, leaving year-to-date gains in the double digits.
Performance for November was negative, with gains in currencies offset by
losses in interest rates, stock indices and energy. The Fund recorded a strong
positive performance for December and for the year. Profits were generated in
interest rates, currencies and equities, while losses occurred in energy,
industrial metals and agricultural sectors.

     Critical Accounting Policies

     The Fund's financial statements are presented in accordance with
accounting principles generally accepted in the United States of America,
which require the use of certain estimates made by management. Gains or losses
are realized when contracts are liquidated. Unrealized gains or losses on open
contracts (the difference between contract trade price and market price) are
reported in the statement of financial condition as a net gain or loss, as
there exists a right of offset of unrealized gains or losses in accordance
with Financial Accounting Standards Board Interpretation No. 39 -"Offsetting
of Amounts Related to Certain Contracts." The market value of futures
(exchange-traded) contracts is determined by the various futures exchanges,
and reflects the settlement price for each contract as of the close of the
last business day of the reporting period. Any change in net unrealized gain
or loss from the preceding period is reported in the statement of operations.
United States government and agency securities are stated at cost plus accrued
interest, which approximates market value.

     For purposes of both financial reporting and calculation of redemption
value, the Net Asset Value per Class A or Class B Unit is calculated by
dividing the Net Asset Value of A Units by the number of A Units outstanding,
and by dividing the Net Asset Value of B Units by the number of B Units
outstanding.



                                      19
<PAGE>



     Off-Balance Sheet Risk

     The term "off-balance sheet risk" refers to an unrecorded potential
liability that, even though it does not appear on the balance sheet, may
result in future obligation or loss. The Fund trades in futures and forward
contracts and is therefore a party to financial instruments with elements of
off-balance sheet market and credit risk. In entering into these contracts
there exists a risk to the Fund, market risk, that such contracts may be
significantly influenced by market conditions, such as interest rate
volatility, resulting in such contracts being less valuable. If the markets
should move against all of the futures interests positions of the Fund at the
same time, and if the commodity trading advisors were unable to offset futures
interest positions of the Fund, the Fund could lose all of its assets and the
Limited Partners would realize a 100% loss. Steben & Company, the General
Partner, minimizes market risk through diversification of the portfolio
allocations to multiple trading advisors, and maintenance of a
margin-to-equity ratio that rarely exceeds 30%.

     In addition to market risk, in entering into futures and forward
contracts there is a credit risk that counterparty will not be able to meet
its obligations to the Fund. The counterparty for futures contracts traded in
the United States and on most foreign exchanges is the clearinghouse
associated with such exchange. In general, clearinghouses are backed by the
corporate members of the clearinghouse who are required to share any financial
burden resulting from the non-performance by one of their members and, as
such, should significantly reduce this credit risk. In cases where the
clearinghouse is not backed by the clearing members, like some foreign
exchanges, it is normally backed by a consortium of banks or other financial
institutions.

     In the case of forward contracts, which are traded on the interbank
market rather than on exchanges, the counterparty is generally a single bank
or other financial institution, rather than a group of financial institutions;
thus there may be a greater counterparty credit risk. Steben & Company
utilizes only those counterparties that it believes to be creditworthy for the
Fund. All positions of the Fund are valued each day on a mark-to-market basis.
There can be no assurance that any clearing member, clearinghouse or other
counterparty will be able to meet its obligations to the Fund.

     Contractual Obligations

     The Fund does not have any contractual obligations of the type
contemplated by Regulation S-K 303(a)(5). The Fund's sole business is trading
futures and forward currency contracts, both long (contracts to buy) and short
(contracts to sell).

     Liquidity

     Most United States commodity exchanges limit fluctuations in futures
contracts prices during a single day by regulations referred to as "daily
price fluctuation limits" or "daily limits." During a single trading day, no
trades may be executed at prices beyond the daily limit. Once the price of a
futures contract has reached the daily limit for that day, positions in that
contract can neither be taken nor liquidated. Futures prices have occasionally
moved the daily limit for several consecutive days with little or no trading.
Similar occurrences could prevent the Fund from promptly liquidating
unfavorable positions and subject the Fund to substantial losses which could
exceed the margin initially committed to such trades. In addition, even if
futures prices have not moved the daily limit, the Fund may not be able to
execute futures trades at favorable prices if little trading in such contracts
is taking place. Other than these limitations on liquidity, which are inherent
in the Fund's futures trading operations, the Fund's assets are expected to be
highly liquid. Redemptions may be made by a Limited Partner as of the last
trading day of any



                                      20
<PAGE>



month at the Net Asset Value of the redeemed Units (or portion thereof) on
that date, on 15 days prior written notice to the General Partner. Partial
redemptions must be for at least $1,000, unless such requirement is waived by
the General Partner. In addition, the Limited Partner, if making a partial
redemption, must maintain at least $10,000 or his original investment amount,
whichever is less, in the Fund unless such requirement is waived by the
General Partner.

     Capital Resources

     The Fund intends to raise additional capital only through the sale of
Units offered pursuant to the continuing offering, and does not intend to
raise any capital through borrowing. Due to the nature of the Fund's business,
the Fund does not contemplate making capital expenditures.


     ITEM 7A: Quantitative and Qualitative Disclosures About Market Risk.

     Introduction

     Past Results Not Indicative of Future Performance

     The Fund is a speculative commodity pool. The market sensitive
instruments held by it are acquired for speculative trading purposes, and all
or a substantial amount of the Fund's assets are subject to the risk of
trading loss. Unlike an operating company, the risk of market sensitive
instruments is integral, not incidental, to the Fund's main line of business.

     Market movements result in frequent changes in the fair market value of
the Fund's open positions and, consequently, in its earnings and cash flow.
The Fund's market risk is influenced by a wide variety of factors, including
the level and volatility of exchange rates, interest rates, equity price
levels, the market value of financial instruments and contracts, the
diversification effects among the Fund's open positions and the liquidity of
the markets in which it trades.

     The Fund rapidly acquires and liquidates both long and short positions in
a wide range of different markets. Consequently, it is not possible to predict
how a particular future market scenario will affect performance, and the
Fund's past performance is not indicative of its future results.

     Value at Risk is a measure of the maximum amount which the Fund could
reasonably be expected to lose in a given market sector. However, the inherent
uncertainty of the Fund's speculative trading and the recurrence in the
markets traded by the Fund of market movements far exceeding expectations
could result in actual trading or non-trading losses far beyond the indicated
Value at Risk or the Fund's experience to date (i.e., "risk of ruin"). Risk of
ruin is defined to be no more than a 5% chance of losing 20% or more on a
monthly basis. In light of the foregoing as well as the risks and
uncertainties intrinsic to all future projections, the inclusion of the
quantification included in this section should not be considered to constitute
any assurance or representation that the Fund's losses in any market sector
will be limited to Value at Risk or by the Fund's attempts to manage its
market risk.

     Standard of Materiality

Materiality as used in this section, "Quantitative and Qualitative Disclosures
About Market Risk," is based on an assessment of reasonably possible market
movements and the potential



                                      21
<PAGE>



losses caused by such movements, taking into account the leverage, and
multiplier features of the Fund's market sensitive instruments.

     Quantifying the Fund's Trading Value at Risk

     Quantitative Forward-Looking Statements

     The following quantitative disclosures regarding the Fund's market risk
exposures contain "forward-looking statements" within the meaning of the safe
harbor from civil liability provided for such statements by the Private
Securities Litigation Reform Act of 1995 (set forth in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934). All quantitative disclosures in this section are deemed to be
forward-looking statements for purposes of the safe harbor, except for
statements of historical fact (such as the dollar amount of maintenance margin
required for market risk sensitive instruments held at the end of the
reporting period).

     The Fund's risk exposure in the various market sectors traded by the
Fund's Trading Advisors is quantified below in terms of Value at Risk. Due to
mark-to-market accounting, any loss in the fair value of the Fund's open
positions is directly reflected in the Fund's earnings (realized or
unrealized).

     Exchange maintenance margin requirements have been used by the Fund as
the measure of its Value at Risk. Maintenance margin requirements are set by
exchanges to equal or exceed the maximum losses reasonably expected to be
incurred in the fair value of any given contract in 95% - 99% of any one-day
interval. The maintenance margin levels are established by dealers and
exchanges using historical price studies as well as an assessment of current
market volatility and economic fundamentals to provide a probabilistic
estimate of the maximum expected near-term one-day price fluctuation.
Maintenance margin has been used rather than the more generally available
initial margin, because initial margin includes a credit risk component which
is not relevant to Value at Risk.

     In the case of market sensitive instruments which are not exchange-traded
(which includes currencies and some energy products and metals in the case of
the Fund), the margin requirements for the equivalent futures positions have
been used as Value at Risk. In those cases in which a futures-equivalent
margin is not available, dealers' margins have been used.

     In the case of contracts denominated in foreign currencies, the Value at
Risk figures include foreign margin amounts converted into U.S. dollars with
an incremental adjustment to reflect the exchange rate risk inherent to the
dollar-based Fund in expressing Value at Risk in a functional currency other
than dollars.

     In quantifying the Fund's Value at Risk, 100% positive correlation in the
different positions held in each market risk category has been assumed.
Consequently, the margin requirements applicable to the open contracts have
simply been aggregated to determine each trading category's aggregate Value at
Risk. The diversification effects resulting from the fact that the Fund's
positions are rarely, if ever, 100% positively correlated have not been
reflected.

     Value at Risk as calculated herein may not be comparable to similarly
titled measures used by others.



                                      22
<PAGE>



     The Fund's Trading Value at Risk in Different Market Sectors

     The following tables indicate the trading Value at Risk associated with
the Fund's open positions by market category as of December 31, 2004. All open
position trading risk exposures of the Fund have been included in calculating
the figures set forth below. As of December 31, 2004, the Fund's total
capitalization was approximately $254,801,257 million.


FISCAL YEAR 2004

                                                               % of Total
             Market Sector           Value at Risk           Capitalization
   Energy                         $          2,416,823              0.95%
   Stock Indices                  $          8,934,326              3.51%
   Agricultural Commodities       $          1,649,816              0.65%
   Metals                         $          3,212,429              1.26%
   Currencies                     $          7,142,411              2.80%
   Interest Rates                 $          8,026,394              3.15%
                                 ----------------------             -----
   Total                          $         31,382,199             12.32%



     Of the .31% return for the year ended December 31, 2004 for A Units,
approximately 8.29% was due to trading gains (after commissions) and
approximately 1.07% was due to interest income, offset by approximately 9.05%
in performance fees, management fees, selling agent fees and operating costs
borne by the Fund. Of the 2.18% return for the year ended December 31, 2004
for B Units, approximately 8.6% was due to trading gains (after commissions)
and approximately 1.08% was due to interest income, offset by approximately
7.5% in performance fees, management fees, selling agent fees and operating
costs borne by the Fund.



    Material Limitations on Value at Risk as an Assessment of Market Risk.

     The face value of the market sector instruments held by the Fund is
typically many times the applicable maintenance margin requirement
(maintenance margin requirements generally ranging between approximately 1%
and 10% of contract face value) as well as many times the capitalization of
the Fund. The magnitude of the Fund's open positions creates a "risk of ruin"
not typically found in most other investment vehicles. Because of the size of
its positions, certain market conditions - unusual, but historically recurring
from time to time - could cause the Fund to incur severe losses over a short
period of time. The foregoing Value at Risk tables - as well as the past
performance of the Fund - gives no indication of this "risk of ruin."

     Non-Trading Risk

     The Fund has non-trading market risk on its foreign cash balances not
needed for margin. However, these balances (as well as the market risk they
represent) are immaterial.



                                      23
<PAGE>


The Fund also has non-trading market risk as a result of investing a
substantial portion of its available assets in U.S. Treasury Bills, U.S.
Agencies and high grade commercial paper. The market risk represented by these
investments is immaterial.

     Qualitative Disclosures Regarding Primary Trading Risk Exposures.

     The following qualitative disclosures regarding the Fund's market risk
exposures - except for (i) those disclosures that are statements of historical
fact and (ii) the descriptions of how the Fund manages its primary market risk
exposures - constitute forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act. The Fund's primary market risk exposures as well as the strategies used
and to be used by the Fund's Trading Advisors for managing such exposures are
subject to numerous uncertainties, contingencies and risks, any one of which
could cause the actual results of the Fund's risk controls to differ
materially from the objectives of such strategies. Government interventions,
defaults and expropriations, illiquid markets, the emergence of dominant
fundamental factors, political upheavals, changes in historical price
relationships, an influx of new market participants, increased regulation and
many other factors could result in material losses as well as in material
changes to the risk exposures and the risk management strategies of the Fund.
There can be no assurance that the Fund's current market exposure and/or risk
management strategies will not change materially or that any such strategies
will be effective in either the short- or long-term. Investors must be
prepared to lose all or substantially all of their investment in the Fund.

     The following were the primary trading risk exposures of the Fund as of
December 31, 2004, by market sector.

     Currencies

     Exchange rate risk is the principal market exposure of the Fund. The
Fund's currency exposure is to exchange rate fluctuations, primarily
fluctuations which disrupt the historical pricing relationships between
different currencies and currency pairs. These fluctuations are influenced by
interest rate changes as well as political and general economic conditions.
The Fund trades in a large number of currencies, including cross-rates - i.e.,
positions between two currencies other than the U.S. Dollar. The General
Partner does not anticipate that the risk profile of the Fund's currency
sector will change significantly in the future.

     Interest Rates

     Interest rate risk is a significant market exposure of the Fund. Interest
rate movements directly affect the price of the sovereign bond futures
positions held by the Fund and indirectly the value of its stock index and
currency positions. Interest rate movements in one country as well as relative
interest rate movements between countries materially impact the Fund's
profitability. The Fund's primary interest rate exposure is to interest rate
fluctuations in the United States and the other G-7 countries. The General
Partner anticipates that G-7 interest rates will remain the primary market
exposure of the Fund for the foreseeable future.

     Stock Indices

     The Fund's primary equity exposure is to equity price risk in many
countries other than the U.S. The stock index futures traded by the Fund are
limited to futures on broadly based indices. The Fund is primarily exposed to
the risk of adverse price trends or static markets in the major U.S., European
and Japanese indices. (Static markets would not cause major market



                                      24
<PAGE>



changes but would make it difficult for the Fund to avoid being "whipsawed"
into numerous small losses.)

     Energy

     The Fund's primary energy market exposure is to gas and oil price
movements, often resulting from political developments and ongoing conflicts
in the Middle East. As of December 31, 2004, crude oil, heating oil and
unleaded gas are the dominant energy market exposures of the Fund. Oil and gas
prices can be volatile and substantial profits and losses have been and are
expected to continue to be experienced in this market.

     Metals

     The Fund's metals market exposure is to fluctuations in the price of
aluminum, copper, gold, nickel and zinc.

     Agricultural

     During 2004, the Fund's agricultural exposure was to soybeans, wheat,
corn, coffee and cotton.


     Qualitative Disclosures Regarding Non-Trading Risk Exposure.

     The following were the only non-trading risk exposures of the Fund as of
December 31, 2004.

     Foreign Currency Balances

     The Fund's primary foreign currency balances are in Euros, Japanese Yen,
British Pounds, Australian Dollars, Hong Kong dollars and Canadian dollars.
The Fund controls the non-trading risk of these balances by regularly
converting these balances back into dollars (no less frequently than once a
week).

     Treasury Bill and Commercial Paper Positions

     The Fund utilizes UBS Financial Services, Inc. as its cash management
securities broker for the investment of some margin excess amounts into
short-term fixed income instruments including high grade commercial paper
(interest bearing with some credit risk), U.S. Agency securities and Treasury
Bills (interest bearing and credit risk free) with durations no longer than
one year. Violent fluctuations in prevailing interest rates could cause
immaterial mark-to-market losses on the Fund's Treasury Bills, although
substantially all of these short term investments are held to maturity.


     Qualitative Disclosures Regarding Means of Managing Risk Exposure

     The means by which the Fund and the Fund's Trading Advisors, severally,
attempt to manage the risk of the Fund's open positions is essentially the
same in all market categories traded. The Fund's Advisors apply risk
management policies to their respective trading which generally limit the
total exposure that may be taken. In addition, the Trading Advisors generally



                                      25
<PAGE>



follow proprietary diversification guidelines (often formulated in terms of
the balanced volatility between markets and correlated groups), as well as
imposing "stop-loss" points at which open positions must be closed out.

     The Fund is unaware of any (i) anticipated known demands, commitments or
capital expenditures; (ii) material trends, favorable or unfavorable, in its
capital resources; or (iii) trends or uncertainties that will have a material
effect on operations. From time to time, certain regulatory agencies have
proposed increased margin requirements on futures contracts. Because the Fund
generally will use a small percentage of assets as margin, the Fund does not
believe that any increase in margin requirements, as proposed, will have a
material effect on the Fund's operations.


     ITEM 8: Financial Statements and Supplementary Data.

     Financial statements meeting the requirements of Regulation S-X appear
beginning in Section 6 of this report. The supplementary financial information
specified by Item 302 of Regulation S-K is included in this report under the
heading "Selected Financial Data" above.

     The supplementary financial information ("information about oil and gas
producing activities") specified by Item 302 of Regulation S-K is not
applicable.

     ITEM 9: Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures.

     On November 11, 2003, the General Partner dismissed McGladrey & Pullen,
LLP as its independent auditor for the Partnership and engaged Arthur F. Bell,
Jr. & Associates L.L.C. as independent auditors for the Partnership. The Board
of Directors of the General Partner approved of such dismissal and engagement
of independent auditors.

     During the period from January 1, 2001 through November 11, 2003, the
General Partner had no disagreements with McGladrey & Pullen, LLP on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements if not resolved to the
satisfaction of McGladrey & Pullen, LLP, would have caused it to make
reference to the subject matter thereof in its report on the financial
statements of the Partnership for such period. There were no other reportable
events (as defined in paragraph (A) through (D) of Regulation S-K Item
304(a)(1)(v)) during the period from January 1, 2001 through November 11,
2003. The General Partner, on behalf of the Partnership, has requested that
McGladrey & Pullen, LLP furnish it a letter addressed to the Commission
stating whether it agrees with the above statements. A copy of that letter
dated April 2004 is filed as an Exhibit.

     On November 11, 2003 the Board of Directors of the General Partner
approved the engagement of Arthur F. Bell, Jr. & Associates LLC as independent
auditors for the Partnership. During the Partnership's prior year and the
interim period prior to engaging Arthur F. Bell, Jr. & Associates LLC , the
General Partner did not consult Arthur F. Bell, Jr. & Associates LLC, on
behalf of the Partnership, with respect to any of the matters described in
Regulation S-K Item 304(a)(2)(i) or (ii).



                                      26
<PAGE>

     ITEM 9A: Controls and Procedures

     Steben & Company, Inc., the General Partner of the Fund, with the
participation of the General Partner's President and Comptroller, has
evaluated the effectiveness of the design and operation of its disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934
Rules 13a-15(e) or 15d-15(e)) with respect to the Fund as of the end of the
period covered by this annual report. Based on their evaluation, the President
and Comptroller have concluded that these disclosure controls and procedures
are effective. There were no changes in the General Partner's internal control
over financial reporting applicable to the Fund identified in connection with
the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or
15d-15 that occurred during the last fiscal quarter that have materially
affected, or is reasonably likely to materially affect, internal control over
financial reporting applicable to the Fund.

     ITEM 9B: Other Information

     None


                                   PART III
                                   --------



     ITEM 10: Directors and Executive Officers of the Registrant.

     10(a) and 10(b) Identification of Directors and Executive Officers

     The Fund itself has no directors or officers and has no employees. It is
managed by the General Partner in its capacity as General Partner. The
directors of the general partner are Kenneth Steben, Michael Bulley and
Barbara Rittenhouse.

     Executive Officers

     Kenneth E. Steben is the General Partner's founder, President and sole
shareholder and is registered with the CFTC as an associated person, and with
the NASD as a general securities principal. Mr. Steben, born in 1955, received
his Bachelors Degree in Interdisciplinary Studies, with a concentration in
Accounting in 1979 from Maharishi University of Management. Mr. Steben has
been a licensed stockbroker since 1981 and a licensed commodities broker since
1983. From 1981 - 1983 and 1983 - 1985, Mr. Steben was an account executive
for Moseley Securities and Dean Witter, respectively, two brokerage firms.
From 1985 to March 1989, Mr. Steben was registered with Carey Jamison and
Company, a securities broker-dealer and commodities introducing broker. Mr.
Steben served for various periods as Carey Jamison's Executive Vice President,
Commodities Division President, General Securities Principal, Municipal
Securities Principal, Registered Options Principal and Compliance Officer.
During the period 1985 - 1987, during which Carey Jamison and Company was not
yet licensed as a commodities introducing broker, Mr. Steben was an associated
person and a branch manager of Churchill Commodities Ltd., a commodities
introducing broker. Mr. Steben was a registered representative of H. Beck,
Inc., a broker-dealer, from 1989 until August 2002. Mr. Steben holds his
Series 3, 5, 7, 24, 63 and 65 NASD and NFA licenses. Mr. Steben is a
Principal, an Associated Person and Securities Principal of Steben & Company,
Inc.



                                      27
<PAGE>



     Michael D. Bulley is Vice President of Research and Risk Management,
Corporate Secretary and a Director. Mr. Bulley, born in 1957, received his
Bachelors Degree in Electrical Engineering from the University of Wisconsin -
Madison in 1980 and his Masters in Business Administration with a
concentration in Finance from Johns Hopkins University in 1998. Mr. Bulley is
a staff instructor in financial modeling at Johns Hopkins School of
Professional Studies in Business & Education. Prior to joining Steben &
Company, Mr. Bulley was CEO of Adaptive Digital Technologies, Inc., a
telecommunications digital signal processor software development company from
October 2001 to December 2002. From April 1999 to October 2001, Mr. Bulley was
Vice President, Telecommunications Technology for TriCapital Corporation, a
boutique investment banking and venture capital firm. From January 1981 to
April 1999, Mr. Bulley served in various management positions at
telecommunications and satellite communications companies, including Motorola,
Loral Advanced Technology Laboratory, GTE Spacenet, Comsat RSI and RSI
(Tri-Point Global). Mr. Bulley holds his Series 3, 28 and 30 NASD/NFA licenses
and is a Financial Operations Principal, a Principal and an Associated Person
of Steben & Company, Inc.

     Charles M. Foster is Senior Vice President of Client Development. Mr.
Foster, born in 1956, received his Bachelors Degree in Business Administration
in 1980 from Maharishi University of Management. Mr. Foster is also a 1983
graduate of the College for Financial Planning, having earned the Certified
Financial Planner (CFP) designation. Mr. Foster joined Steben & Company in
April 2004. From December 1993 through March 2004, Mr. Foster worked for
Freddie Mac in the company's mortgage-backed securities dealer operation as
Vice President and General Manager (1998 - 2004), National Sales Director
(1995 - 1998) and Sales Manager (1993 - 1995). From March 1984 through
November 1993, Mr. Foster worked for Fannie Mae in the company's capital
markets group as Vice President and General Manager (1992 - 1993), Director of
Trading (1989 - 1992), Sales Manager (1988 - 1989), Sales Representative (1987
- 1988), Senior Analyst (1986 - 1987), Marketing Manager (1985 - 1986), and
Market Analyst (1984 - 1985). From March 1983 through November 1983, Mr.
Foster worked for E.F. Hutton & Company as an Account Executive. From October
1981 to February 1983, Mr. Foster worked for City National Bank of Beverly
Hills as a Money Market Trader and Sales Representative. From September 1980
to September 1981, Mr. Foster worked for Newcomb Government Securities as an
Account Executive. Mr. Foster holds his Series 3, 22, 30, 39, and 63 NASD/NFA
Licenses and is a Principal and an Associated Person of Steben & Company, Inc.

     John P. Scarcella is Vice President of National Marketing. Mr. Scarcella,
born in 1961, received his Bachelors Degree in Finance from Santa Clara
University in 1983 and his Masters in Business Administration with a
concentration in marketing from Santa Clara University in 1992. Prior to
joining Steben & Company in October 2002, Mr. Scarcella was Vice President of
National Accounts for Lincoln Financial Distributors from October 2000 to
October 2002. From September 1992 to October 2000, Mr. Scarcella was Senior
Vice President of ATEL Securities Corporation, an equipment leasing company.
At ATEL, Mr. Scarcella was responsible for all sales, marketing, and due
diligence efforts for ATEL's public and private investment offerings. Mr.
Scarcella holds his Series 3, 6, 22, 30, 39, and 63 NASD/NFA Licenses and is a
Principal, an Associated Person and Branch Manager of Steben & Company, Inc.



                                      28
<PAGE>



     Brian F. Hull is Vice President of Operations. Prior to joining Steben &
Company in July 1997, Mr. Hull was a registered representative and a general
securities principal of Tiger Investment Group, Inc. from December 1995 to
June 1997. Mr. Hull completed two years at the University of Alaska with a
major in accounting. Mr. Hull holds his Series 3, 7, 24, 28 and 63 NASD/NFA
licenses, is a Securities Principal, Financial Operations Principal, Principal
and an Associated Person of Steben & Company, Inc.

     Barbara Rittenhouse, CPA is Comptroller and a Director. Ms. Rittenhouse
has 18 years of experience in corporate accounting and 7 years in financial
planning. Ms Rittenhouse received her MS in Personal Financial Planning from
Georgia State University in March 1997 and a BBA with a concentration in
Accounting with Distinction from Emory University School of Business in 1979.
Prior to joining Steben & Company in April 2004, Ms. Rittenhouse worked as a
Financial Planner for the following firms: AXA Financial from April 2000 to
March 2004, Consolidated Planning Corporation from April 1999 to January 2000
and Metlife Progressions from July 1997 to April 1999. From August 1984 to
December 1996, Ms Rittenhouse was an accountant with Bellsouth
Telecommunications as a Staff Manager and an internal auditor. From August
1979 to July 1984 Ms Rittenhouse was an accounts payable supervisor and cost
accountant for Scientific Atlanta.

     As of February 29, 2004, Steben & Co. acts as general partner to one
other partnership, Sage Fund LP, whose units of limited partnership interest
are not registered with the SEC. Because Steben & Company serves as the sole
general partner of this fund, the officers and managers of Steben & Company
effectively manage Sage Fund LP as officers and directors of this fund.

     (c) Identification of certain significant employees

     The General Partner is dependent on the services of Mr. Steben and key
management personnel. If Mr. Steben's services became unavailable, another
principal of the firm or a new principal (whose experience cannot be known at
this time) will need to take charge of the General Partner.

     (d) Family relationships

     None.

     (e) Business experience

     See Item 10 (a) and (b) above.

     (f) Involvement in certain legal proceedings

     None.

     (g) Promoters and control persons

     Not applicable.

     (h) Audit Committee Financial Expert

     The Audit Committee of the Board of Directors of Steben & Company, in its
capacity as the audit committee for the Fund, has determined that Barbara
Rittenhouse qualifies as an "audit



                                      29
<PAGE>

committee financial expert" in accordance with the applicable rules and
regulations of the Securities and Exchange Commission. She is not independent
of management.

     Section 16 (A) Beneficial Ownership Reporting Compliance

     Section 16 of the Securities Exchange Act of 1934, as amended, requires
that reports of beneficial ownership of limited partnership units and changes
in such ownership be filed with the Securities and Exchange Commission by
Section 16 "reporting persons." The Fund is required to disclose in this
annual report on Form 10K each reporting person whom it knows to have failed
to file any required reports under Section 16 on a timely basis during the
fiscal year ended December 31, 2004. To the Fund's knowledge, during the fiscal
year ended December 31, 2004, all reporting persons complied with all Section
16(a) filing requirements applicable to them, except that Ms. Rittenhouse and
Mr. Foster will each file a late Form 3 and Messrs. Hull and Scarcella will
each file a late Form 4.

     Code of Ethics

     The General Partner on behalf of the Fund has adopted a code of ethics,
as of the period covered by this report, which applies to the Fund's principal
executive officer and principal financial officer or persons performing
similar functions. A copy of the code of ethics is available upon request by
calling 240-631-9808.

     ITEM 11: Executive Compensation

     The Fund does not itself have any officers, directors or employees. The
Fund pays management fees and performance fees to the General Partner, Steben
& Company. The managing officers of Steben & Company are remunerated by Steben
& Company in their respective positions. As compensation for its services in
managing the Fund, the General Partner will receive a monthly management fee
of 0.1625% of the month-end Net Assets of the Fund (1.95% annually). To the
extent permitted by law, the General Partner may also participate in Selling
Agent commissions. The General Partner pays the selling agents fee to the
respective selling agent. If the selling agents fee is not paid to the selling
agent, or the General Partner was the selling agent, such portion of the
selling agents fee is retained by the General Partner.

     In addition, the General Partner will receive an allocation pro rata from
the other Partners of 1% of any increase (or decrease) in the Fund's Net
Assets, without regard to additions and withdrawals. In cases where the
Selling Agent does not receive the continuing Selling Agent compensation as
described herein, this fee will be retained by the General Partner.

     The directors and managing officers receive no "other compensation" from
the Fund. There are no compensation plans or arrangements relating to a change
in control of either the Fund or Steben & Company.

     ITEM 12: Security Ownership of Certain Beneficial Owners and Management.

     The Fund has no officers or directors. Its affairs are managed by its
General Partner, Steben & Company, Inc. Set forth in the table below is
information regarding the beneficial ownership of the officers of the Fund's
General Partner as of December 31, 2004. There are no securities authorized
for issuance under an equity compensation plan.



                                      30
<PAGE>



     (a) Security ownership of certain beneficial owners.

     As of December 31, 2004, no person or "group" is known to have been the
beneficial owner of more than 5% of the Units.

     All of the Partnership's general partner interest is held by the General
Partner.

     (b) Security ownership of management

     As of December 31, 2004, Steben & Company did not own any Units. The
principals of Steben & Company, owned a total of 49.3467 B Units, the value of
which represents .0796% of the total value of the fund.

     As of December 31, 2004, the directors and executive officers of the
General Partner own beneficially Units as follows.



----------------------------------- ------------------ ------------------------
                 Name                  Value of Unit         Percentage of
                 ----                  ------------        Limited Partnership
                                                          -------------------
----------------------------------- ------------------ ------------------------
Kenneth E. Steben                       $127,141.78             .0499%
----------------------------------- ------------------ ------------------------
Brian F. Hull                           $  9,106.40             .0036%
----------------------------------- ------------------ ------------------------
John Scarcella                          $ 12,704.99             .0050%
----------------------------------- ------------------ ------------------------
Charles Foster                          $ 53,883.11             .0211%
----------------------------------- ------------------ ------------------------
directors and executive                 $202,836.28             .0796%
officers of the General Partner
as a group

----------------------------------- ------------------ ------------------------

     (c) Changes in Control.

     None.

     ITEM 13: Certain Relationships and Related Transactions.

     See "Item 11. Executive Compensation" and "Item 12. Security Ownership of
Certain Beneficial Owners and Management." The Partnership allocated to the
General Partner $3,397,591 in monthly management fees and $2,733,183 in
Selling Agent commissions for the year ended December 31, 2004. The General
Partner in turn pays the Selling Agent commissions to the Selling Agents
except for Units for which it served as the Selling Agent or where there is
currently no designated Selling Agent. The General Partners' general partner
interest showed an allocation of income of $ 21,822 for the year ended
December 31, 2004.

     The Fund will pay its accounting, audit, legal, administrative and
offering expenses estimated at approximately 0.89% per year. However, if and
to the extent these expenses (other than extraordinary costs, none of which
are anticipated) exceed 1.0% of the Fund's assets per calendar year, the
General Partner will reimburse the Fund for such excess after the close of the
applicable



                                      31
<PAGE>



year. For the year ended December 31, 2004 the Fund paid approximately $
1,165,493 to the General Partner for these expenses.

     The Partnership does not and will not make any loans to the General
Partner, its affiliates, or their respective officers, directors or employees.

     ITEM 14: Principal Accounting Fees and Services.

     The following table sets forth the fees billed to the Fund for
professional audit services provided by Arthur F. Bell, Jr. & Associates, LLC
the Fund's independent accountants for the audit of Future Portfolio's annual
financial statements for the years ended December 31, 2004 and 2003, and fees
billed for other professional services rendered Arthur F. Bell, Jr. &
Associates, LLC by during those years.

FEE CATEGORY                     2004               2003
------------                     ----               ----
Audit Fees (1)               $ 86,920            $22,000
Tax Fees (2)                  $17,581            $ 1,600

 TOTAL FEES                $  104,501            $23,600

1) Audit fees consist of fees for professional services rendered for the audit
of the Fund's financial statements and review of financial statements included
in the Fund's quarterly reports, as well as services normally provided by the
independent accountant in connection with statutory and regulatory filings or
engagements.

(2) Tax fees consist of fees for the preparation and filing of the Fund's
Schedule K-1s and all necessary federal and state tax returns.

The Board of Directors of Steben & Company, Inc approved all of the services
described above. The Board of Directors has determined that the payments made
to its independent accountants for these services are compatible with
maintaining such auditors' independence. The Board of Directors and the Audit
Committee explicitly pre-approve all audit and non-audit services and all
engagement fees and terms.

                                    PART IV
                                    -------

     ITEM 15: Exhibits, Financial Statement Schedules.

          (a)(1) Financial Statements

          Futures Portfolio Fund, Limited Partnership

     The following are included with the 2004 Report of Independent Auditors,
a copy of which is filed herewith as Exhibit 13.01.

          Statements of Financial Condition as of December 31, 2004 and 2003
          Condensed Schedules of Investments as of December 31, 2004 and 2003
          Statements of Operations for the Years ended December 31, 2004 and
          2003
          Statements of Cash Flows for the Years ended December 31, 2004 and
          2003
          Statements of Changes in Partner's Capital for the Years ended
          December 31, 2004 and 2003
          Notes to Financial Statements

          Report of Independent Auditors
          Statements of Financial Condition as of December 31, 2002
          Statements of Operations for the Years ended December 31, 2002
          and 2001
          Statements of Changes in Partner's Capital for the Year ended
          December 31, 2002 and 2001
          Statements of Financial Highlights for the Years ended
          December 31, 2002 and 2001
          Notes to Financial Statements


                                      32

<PAGE>

          Also included herewith:

          (a)(2) Financial statement schedules not included in this Form 10K
     have been omitted for the reason that they are not required or are not
     applicable or that equivalent information has been included in the
     financial notes or statements thereto.

          (b) Exhibits.

     The following exhibits are filed herewith.

<TABLE>
<CAPTION>
------------------------ ---------------------------------------------------------------------------------------------
Exhibit Number                    Description of Document
--------------                    -----------------------
------------------------ ---------------------------------------------------------------------------------------------
             <S>         <C>
              1.1                 Form of Selling Agreement.*
------------------------ ---------------------------------------------------------------------------------------------
              3.1                 Maryland Certificate of Limited Partnership.*
------------------------ ---------------------------------------------------------------------------------------------
              4.1                 Limited Partnership Agreement.*
------------------------ ---------------------------------------------------------------------------------------------
              10.1                Form of Subscription Agreement. *
------------------------ ---------------------------------------------------------------------------------------------
              10.2                Advisory Agreement by and among the Fund, the General Partner and Aspect, dated
                              December 12, 2003.*
------------------------ ---------------------------------------------------------------------------------------------
              10.3                Advisory Agreement by and among the Fund, the General Partner and Sunrise, dated
                                June 1, 1998.*
------------------------ ---------------------------------------------------------------------------------------------
              10.4                Advisory Agreement by and among the Fund, the General Partner and Willowbridge,
                              dated December 31, 1997.*
------------------------ ---------------------------------------------------------------------------------------------
              10.5                Advisory Agreement by and among the Fund, the General Partner and Campbell, dated
                                December 1997.*
------------------------ ---------------------------------------------------------------------------------------------
              10.6                Advisory Agreement by and among the Fund, the General Partner and DKR Fusion,
                             dated December 2004.
------------------------ ---------------------------------------------------------------------------------------------
             13.01                Annual Report to Security Holders
------------------------ ---------------------------------------------------------------------------------------------
              16.1                Letter regarding change in certifying accountant.*
------------------------ ---------------------------------------------------------------------------------------------
             31.01                Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
------------------------ ---------------------------------------------------------------------------------------------
             31.02                Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
------------------------ ---------------------------------------------------------------------------------------------
             32.01                Section 1350 Certification of Principal Executive Officer
------------------------ ---------------------------------------------------------------------------------------------
             32.02                Section 1350 Certification of Principal Financial Officer
------------------------ ---------------------------------------------------------------------------------------------
</TABLE>
* Incorporated by reference to the corresponding exhibit to the Registrant's
registration statement (File no. 000-50728) filed on April 29, 2004 on Form 10
under the Securities Exchange Act of 1934 as amended.


                                      33
<PAGE>


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.
<TABLE>
<CAPTION>
------------------------------------------ ----------------------------------------------- ----------------------------------
                  Name                                         Title                                     Date
                  ----                                         -----                                     ----
------------------------------------------ ----------------------------------------------- ----------------------------------
<S>                                        <C>                                                      <C>

/s/ Kenneth E. Steben
----------------------
Kenneth E. Steben                          President and Director                                   March 29, 2005
------------------------------------------ ----------------------------------------------- ----------------------------------

/s/ Michael D. Bulley
----------------------                     Vice President of Research and Risk                      March 29, 2005
Michael D. Bulley                          Management, Corporate Secretary
                                           and Director
------------------------------------------ ----------------------------------------------- ----------------------------------

/s/ Barbara Rittenhouse
-------------------------
Barbara Rittenhouse                        Comptroller and Director                                 March 29, 2005
------------------------------------------ ----------------------------------------------- ----------------------------------
</TABLE>



     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.

                                    FUTURES PORTFOLIO FUND, LIMITED
         Dated March 29, 2005       PARTNERSHIP


                                    By:  /s/ Steben & Company, Inc.
                                        ----------------------------------
                                             Steben & Company, Inc.
                                             General Partner



                                    By: /s/ Kenneth Steben
                                        ----------------------------------
                                    Name:  Kenneth Steben
                                    Title: President of the General Partner




                                      34