UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM
10-K/A
 Amendment
No. 1 to 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, 2009
 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 0-50271
 ORION FUTURES FUND L.P.
 
  New York
    
    22-3644546(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 c/o Ceres Managed Futures LLC
55 East 59th Street  10th Fl.
New York, New York 10022
  (212) 559-2011
  None
 Redeemable Units of Limited Partnership Interest
   Yes  No X
  Yes  No X
  Yes X No
   Yes  No
 X
  Large accelerated filer
    
    Accelerated filer
    
    Non-accelerated filer X
    
    Smaller reporting company
  Yes  No X




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Explanatory Note




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
    
    
    due diligence examinations of the Advisors;
 
    
    selection, appointment and termination of the Advisors;
 
    
    negotiation of the Management Agreements; and
 
    
    monitoring the activity of the Advisors.
    AAA Capital Management Advisors, Ltd.
      1




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Willowbridge Associates, Inc.
             2




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Winton Capital Management Limited
           3




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CMF Willowbridge Argo Master Fund L.P.
 Currencies
    
    
    23.4
    %Energy
    
    
    17.8
    %Grains
    
    
    8.3
    %Interest Rates Non-U.S.
    
    
    16.6
    %Interest Rates U.S.
    
    
    9.5
    %Livestock
    
    
    0.4
    %Metals
    
    
    18.1
    %Softs
    
    
    5.9
    %
 Willowbridge Associates Inc.
 Currencies
    
    
    18.8
    %Energy
    
    
    21.1
    %Grains
    
    
    11.5
    %Interest Rates Non-U.S.
    
    
    13.0
    %Interest Rates U.S.
    
    
    7.2
    %Livestock
    
    
    0.4
    %Metals
    
    
    21.9
    %Softs
    
    
    6.2
    %
 AAA Master Fund LLC
 Energy
    
    
    100
    %
 CMF Winton Master L.P.
 Currencies
    
    
    26.1
    %Energy
    
    
    4.3
    %Grains
    
    
    5.6
    %Interest Rates Non-U.S.
    
    
    20.5
    %Interest Rates U.S.
    
    
    11.1
    %Livestock
    
    
    0.8
    %Metals
    
    
    9.0
    %Softs
    
    
    3.0
    %Stock Indices
    
    
    19.6
    %
 Liquidity.
  4




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(i)
    
    The Partnership and Funds invest their assets only in commodity interests that the
Advisors believe are traded in sufficient volume to permit ease of taking and liquidating
positions. Sufficient volume, in this context, refers to a level of liquidity that the
Advisors believe will permit it to enter and exit trades without noticeably moving the
market.
 (ii)
    
    An Advisor will not initiate additional positions in any commodity if these positions
would result in aggregate positions requiring a margin of more than 66 2/3% of the
Partnerships net assets allocated to that Advisor.
 (iii)
    
    The Partnership and Funds may occasionally accept delivery of a commodity. Unless such
delivery is disposed of promptly by retendering the warehouse receipt representing the
delivery to the appropriate clearinghouse, the physical commodity position is fully hedged.
 (iv)
    
    The Partnership and Funds do not employ the trading technique commonly known as
pyramiding, in which the speculator uses unrealized profits on existing positions as
margin for the purchases or sale of additional positions in the same or related commodities.
 (v)
    
    The Partnership and Funds do not utilize borrowings other than short-term borrowings if the
Partnership/Funds take delivery of any cash commodities.
 (vi)
    
    The Advisors may, from time to time, employ trading strategies such as spreads or
straddles on behalf of the Partnership/Funds.  Spreads
and Straddles describe commodity futures trading strategies involving the simultaneous buying and selling of futures
contracts on the same commodity but involving different delivery
dates or markets.
 (vii)
    
    The Partnership/Funds will not permit the churning of its commodity trading account. The
term churning refers to the practice of entering and exiting trades with a frequency
unwarranted by legitimate efforts to profit from the trades, driven by the desire to
generate commission income.
 i.e.,
    5




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Financial Statements and
Supplementary Data
  Capital Resources.
      6




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Results of Operations
    Financial
Statements and Supplementary Data
    7




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8




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Off-balance
Sheet Arrangements
 Contractual
Obligations.
 Operational Risk
   Operational/Settlement Risk
 Technological Risk
 Legal/Documentation Risk
 Financial Control Risk
 9




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Critical Accounting Policies
 Use of Estimates.
 Statement of Cash Flows.
 Partnerships
and the Funds Investments.
 Partnerships and the Funds Fair Value Measurements.
  Futures
Contracts.
 London Metals Exchange Forward Contracts.
 Options.
 Brokerage Commissions.
 10




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Income Taxes.
   Subsequent Events.
 Recent Accounting Pronouncements.
   11




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The exhibits required to be filed by Item 601 of Regulations S-K are incorporated herein by
reference.31.1  Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director).31.2  Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer and
Director).32.1  Section 1350 Certification (Certification of President and Director).32.2  Section 1350 Certification (Certification of Chief Financial Officer and Director).
 12




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SIGNATURES
 th
 ORION FUTURES FUND L.P.By:
    Ceres Managed Futures LLC(General Partner)By:

/s/ Walter DavisWalter Davis, President & Director  /s/ Walter Davis
    
    /s/ Shelley Deavitt UllmanWalter Davis
    
    Shelley Deavitt UllmanPresident and Director
Ceres Managed Futures LLC
    
    Director
Ceres Managed Futures LLC/s/ Jennifer Magro
    
    /s/ Michael P. McGrathJennifer Magro
    
    Michael P. McGrathChief
Financial Officer, Secretary and Director
(Principal Accounting Officer)
Ceres Managed Futures LLC
    
    Director
Ceres Managed Futures LLC/s/ Raymond NolteRaymond NolteDirectorCeres Managed Futures LLC
    13