UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 0-53210
 CITIGROUP ABINGDON FUTURES FUND L.P.
 
  New York
    
    20-3845005(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 c/o Citigroup Managed Futures LLC
55 East 59th Street - 10th Fl.
New York, New York 10022
 
  (212) 559-2011
 
 Securities registered pursuant to Section 12(b) of the Act:
    
    NoneSecurities registered pursuant to Section 12(g) of the Act:
    
    Redeemable Units of Limited Partnership Interest(Title of Class)
  Yes  No X
  Yes  No X
  Yes X No
   Large accelerated filer
    
    Accelerated filer
    
    Non-accelerated filer  
X
    
    Smaller reporting company(Do not check if a smaller reporting company)
  Yes  No X




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##### 



PART I
 Item 1. Business.
 General Development of Business
 Financial Statements and
Supplementary Data
          2




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##### 



Financial Information about Industry Segments Selected Financial Data
 Narrative Description of Business
    Financial Information About Geographic Areas
 Available Information
 Reports to Security Holders
 Enforceability of Civil Liabilities Against Foreign Persons
 Smaller
Reporting Companies
 Item 1A. Risk Factors.
 As a result of leverage, small changes in the price of the Partnerships positions may result
in major losses.
 3




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##### 



An investor may lose all of their investment.
  The Partnership will pay substantial fees and expenses regardless of profitability.
  An investors ability to redeem or transfer units is limited.
  Conflicts of interest exist.
  1.
    
    The General Partner and commodity broker are affiliates;2.
    
    The Advisor, the commodity broker and their principals and affiliates may trade in
commodity interests for their own accounts; and3.
    
    Smith Barney financial advisors will receive ongoing compensation for providing
services to an investors account.
 Investing in units might not provide the desired diversification of an investors overall
portfolio.
  Past performance is no assurance of future results.
  An investors tax liability may exceed cash distributions.
  New
regulation may impact the Partnerships trading.
  Item 2. Properties.
  Item 3. Legal Proceedings.
   4




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##### 



Regulatory Matters
  IPO Civil Litigation
   In
Re: Initial Public Offering Securities Litigation en banc
 5




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##### 



Enron-Related Civil Actions
  Enron v. Citigroup, et al. (In re Enron Corp., et
al.)
 In Re:
NewPower Holdings Securities Litigation
 OCM
Opportunities Fund III, L.P., et al. v. Citigroup Inc., et al.; Pacific Investment Management Co.
LLC, et al. v. Citigroup Inc., et al.; AUSA Life Insurance v. Citigroup Inc., et al. and Principal
Global Investors v. Citigroup Inc., et al
 Newby Retirement Systems of Alabama v. Merrill Lynch, et al.
 Newby, et
al. v. Enron Corp., et al.
 6




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##### 



Ravenswood I, L.L.C., et al. v.
Citigroup, Inc., et al. Newby
 American National Insurance Co., et al. v. Citigroup Inc.,
et al. Newby
 Silvercreek Management Inc. v. Salomon Smith Barney, Inc.
 Public Employees Retirement
Systems of Ohio v. Fastow, et al. Newby
 Connecticut Resources Recovery Authority v. Lay,
et al. Newby
 Public Utility District
No. 1 of Snohomish County, Washington v. Citigroup, et al. Newby
 Newby
 7




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##### 



Avenue Capital Management II, L.P., et al.
v. J.P. Morgan Chase & Co., et al., DK Acquisition, et al. v. J.P. Morgan Chase, et al. Newby Bayerische Landesbank, et al. v. J.P. Morgan Chase Bank, et al. Newby
  Vanguard Balanced Index Fund, et al. v. Citigroup, et al. Newby
  Dynegy Inc.
 In Re: Dynegy Inc. Securities Litigation
 8




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##### 



WorldCom-Related Litigation
 In Re: WorldCom, Inc. Securities
Litigation
   In Re:
WorldCom, Inc. Securities Litigation
 9




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##### 



Weinstein, et al. v. Ebbers, et al.
 Retirement Systems of Alabama, et al. v. J.P. Morgan Chase & Co., et al. Public
Employees Retirement System of Ohio v. Ebbers, et al. New York City
Employees Retirement System v. Ebbers, et al.
  Sturm, et al. v. Citigroup, et al.
 In Re: Targets Securities Litigation
 10




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Global Crossing
 In Re: Global Crossing, Ltd.
Securities Litigation
   Adelphia Communications Corporation
  11




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##### 



In Re Adelphia Communications Corporation Securities and
Derivative Litigation
 Mutual Funds
   12




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##### 



Research Analyst Litigation
   In Re Salomon Analyst Metromedia Litigation
 In Re Salomon
Analyst AT&T Litigation In Re Salomon Analyst Level 3 Litigation, In Re Salomon Analyst
XO Litigation In Re Salomon Analyst Williams Litigation
 California State Teachers Retirement System v. Qwest
Communications
 13




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##### 



International, Inc., et al. State Universities Retirement System of Illinois v. Qwest
Communications International Inc., et al
  Norman v. Salomon Smith Barney, et al.
 Disher v. Citigroup Global Markets Inc.
 Supervisory Investigation
  Citigroup Shareholder Litigation
  14




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##### 



NASD Settlement
  Auction Rate Securities
  Finn v. Smith
Barney, et al.
 Hansen Beverage Co. v. Citigroup Inc., et al.
 In Re Citigroup Auction Rate Securities Litigation
 Mayor and City Council of Baltimore, Maryland v. Citigroup Inc., et al. Mayfield v.
Citigroup Inc., et al.
 15




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Subprime-Mortgage Related Litigation
 In Re American Home Mortgage Securities
Litigation
 In re Citigroup
Inc. Bond Litigation
 In Re Ambac Financial Group, Inc. Securities Litigation
 Other Matters
 In Re American Home Mortgage securities
 16




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##### 



In Re MAT Five Securities Litigation In Re
MAT Five Securities Litigation
 Leber v. Citigroup Inc., et al.
 Leber v. Citigroup, Inc., et al.
   Item 4. Submission of Matters to a Vote of Security Holders.
  17




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##### 



PART II
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
 Market Information
 Holders
 Dividends
 Securities Authorized for Issuance Under Equity Compensation Plans
 Performance
Graph
 Use of Proceeds
   Item 6. Selected Financial Data.
  2008
    
    
    2007Net realized and unrealized trading gains
(losses) net of expenses allocated from
Master, brokerage commissions (including
clearing fees) of $5,061,166, and
$2,526,887, respectively
    
    $
    21,503,248
    
    
    $
    9,521,062Interest income including interest income
allocated from Master
    
    
    1,127,937
    
    
    
    1,825,352$
    22,631,185
    
    
    $
    11,346,414Net income (loss)
    
    $
    15,682,974
    
    
    $
    8,236,695Increase (decrease) in Net Asset Value
per Unit
    
    $
    161.77
    
    
    $
    42.43Total assets
    
    $
    119,320,005
    
    
    $
    92,726,408
 18




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##### 



Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 Overview
    
    
    due diligence examinations of the Advisor;
    
    selection, appointment and termination of the Advisor;
    
    negotiation of the Management Agreement; and
    
    monitoring the activity of the Advisor.
     19




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##### 



Liquidity
   (i)
    
    The Master invests its assets only in commodity interests that the Advisor believes
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 Advisor
believes will permit it to enter and exit trades without noticeably moving the market.(ii)
    
    The Advisor will not initiate additional positions in any commodity if these
positions would result in aggregate positions requiring a margin of
more than
662/3% of the
Masters net assets allocated to the Advisor.(iii)
    
    The Master 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 Master does 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 Master does not utilize borrowings except short-term borrowings if the Master
takes delivery of any cash commodities.(vi)
    
    The Advisor may, from time to time, employ trading strategies such as spreads or
straddles on behalf of the Master. The term spread or straddle describes a commodity
futures trading strategy involving the simultaneous buying and selling of futures
contracts on the same commodity but involving different delivery dates or markets and in
which the trader expects to earn a profit from a widening or narrowing of the difference
between the prices of the two contracts.(vii)
    
    The Master 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.
  20




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##### 



Financial Statements and Supplementary Data
  Capital Resources
   21




---



##### 



Results of Operations
      22




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##### 



Operational Risk
   Operational/Settlement Risk
 23




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##### 



Technological Risk
 Legal/Documentation Risk
 Financial Control Risk
 Critical Accounting Policies
 Use of Estimates.
 Statement of Cash Flows.
 Investments.
 Fair Value
Measurements.
   Futures Contracts.
 London Metals
Exchange Forward Contracts.
 24




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##### 



Income Taxes.
   Recent Accounting Pronouncements.
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 Introduction
   25




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##### 



Quantifying the Partnerships/Masters Trading Value at Risk
     26




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##### 



The Masters Trading Value at Risk in Different Market Sectors
  December 31, 2008
 Low
    
    
    Average% of Total
    
    
    High
    
    
    Value at
    
    
    Value atMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Risk
    
    
    Risk*Currencies
    
    $
    4,842,125
    
    
    
    0.88
    %
    
    $
    6,844,904
    
    
    $
    2,234,600
    
    
    $
    4,333,162Energy
    
    
    1,417,010
    
    
    
    0.26
    %
    
    
    6,750,850
    
    
    
    581,600
    
    
    
    3,815,788Grains
    
    
    1,912,314
    
    
    
    0.35
    %
    
    
    4,647,430
    
    
    
    41,072
    
    
    
    2,278,577Interest Rates U.S.
    
    
    3,213,000
    
    
    
    0.59
    %
    
    
    4,165,350
    
    
    
    160,797
    
    
    
    2,234,433Interest Rates Non-U.S.
    
    
    6,633,201
    
    
    
    1.21
    %
    
    
    6,862,943
    
    
    
    1,875,349
    
    
    
    4,923,678Livestock
    
    
    87,200
    
    
    
    0.02
    %
    
    
    350,900
    
    
    
    32,205
    
    
    
    165,842Lumber
    
    
    1,100
    
    
    
    0.00
    %**
    
    
    5,400
    
    
    
    1,100
    
    
    
    2,500Metals
    
    
    1,408,458
    
    
    
    0.25
    %
    
    
    4,997,086
    
    
    
    797,395
    
    
    
    2,496,016Softs
    
    
    762,259
    
    
    
    0.14
    %
    
    
    2,273,575
    
    
    
    354,777
    
    
    
    896,692Indices
    
    
    1,768,247
    
    
    
    0.32
    %
    
    
    12,018,105
    
    
    
    1,433,950
    
    
    
    5,538,325Total
    
    $
    22,044,914
    
    
    
    4.02
    %
 
 *
    
    Annual average based on of month-end Value at Risk**
    
    Due to Rounding  December 31, 2007
 % of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at Risk*Currencies
    
    $
    6,225,479
    
    
    
    1.36
    %
    
    $
    6,540,914
    
    
    $
    2,357,912
    
    
    $
    4,439,048Energy
    
    
    2,814,000
    
    
    
    0.62
    %
    
    
    3,410,100
    
    
    
    572,331
    
    
    
    1,918,145Grains
    
    
    2,459,480
    
    
    
    0.54
    %
    
    
    2,616,997
    
    
    
    205,952
    
    
    
    1,771,681Interest Rates U.S
    
    
    4,142,550
    
    
    
    0.91
    %
    
    
    6,736,650
    
    
    
    178,160
    
    
    
    3,087,397Interest Rates Non-U.S
    
    
    3,714,529
    
    
    
    0.81
    %
    
    
    14,321,882
    
    
    
    2,187,980
    
    
    
    7,075,549Livestock
    
    
    284,700
    
    
    
    0.06
    %
    
    
    286,850
    
    
    
    16,176
    
    
    
    137,838Lumber
    
    
    1,100
    
    
    
    0.00
    % **
    
    
    3,600
    
    
    
    1,100
    
    
    
    1,375Metals
    
    
    3,185,871
    
    
    
    0.70
    %
    
    
    6,725,175
    
    
    
    1,200,245
    
    
    
    2,663,820Softs
    
    
    918,729
    
    
    
    0.20
    %
    
    
    1,110,995
    
    
    
    442,701
    
    
    
    848,138Indices
    
    
    8,515,231
    
    
    
    1.86
    %
    
    
    21,980,908
    
    
    
    1,166,300
    
    
    
    9,732,404Total
    
    $
    32,261,669
    
    
    
    7.06
    %
 
 *
    
    Annual average of month-end Value at Risk**
    
    Due to Rounding 27




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Material Limitations on Value at Risk as an Assessment of Market Risk
  Non-Trading Risk
   Qualitative Disclosures Regarding Primary Trading Risk Exposures
   Interest Rates e.g.,
 Currencies
 28




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##### 



Stock Indices
 Metals
 Energy
 Qualitative Disclosures Regarding Non-Trading Risk Exposure
  Foreign Currency Balances
 Qualitative Disclosures Regarding Means of Managing Risk Exposure
     29




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##### 



Item 8. Financial Statements and Supplementary Data .
 Citigroup Abingdon Futures Fund L.P.
 INDEX TO FINANCIAL STATEMENTS
 PageNumberOath or Affirmation
    
    F-2Managements Report on Internal Control over Financial Reporting
    
    F-3Reports of Independent Registered Public Accounting Firms
    
    F-4  F-6Statements of Financial Condition at December 31, 2008 and 2007
    
    F-7Statements of Income and Expenses for the year ended December
31, 2008 and for the period from February 1, 2007 (commencement
of trading operations) to December 31, 2007
    
    F-8Statements of Changes in Partners Capital for the years ended
December 31, 2008 and for the period from February 1, 2007
(commencement of trading operations) to December 31, 2007
    
    F-9Notes to Financial Statements
    
    F-10  F-17Selected Unaudited Quarterly Financial Data
    
    F-18Financial Statements of the Master:Oath or Affirmation
    
    F-19Reports of Independent Registered Public Accounting Firms
    
    F-20  F-21Statements of Financial Condition at December 31, 2008 and 2007
    
    F-22Schedules of Investments at December 31, 2008 and 2007
    
    F-23  F-24Statements of Income and Expenses for the years ended December
31, 2008, 2007 and 2006
    
    F-25Statements of Changes in Partners Capital for the years ended
December 31, 2008, 2007 and 2006
    
    F-26Notes to Financial Statements
    
    F-27  F-32Selected Unaudited Quarterly Financial Data
    
    F-33
 F-1




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##### 



TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataManagements Report on Internal Control Over Financial ReportingStatements of Financial ConditionStatements of Income and ExpenseStatements of Changes in Partners CapitalNotes to Financial StatementsReport of Independent AuditorsStatements of Financial ConditionSchedule of InvestmentsSchedule of InvestmentsStatements of Income and ExpensesStatements of Changes in Partners CapitalNotes to Financial Statements December 31, 2008Item 9. Changes in and Disagreements with Accountants and Accounting on Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationship and Related Party Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits, Financial Statement SchedulesEX-10.14: LETTER EXTENDING MANAGEMENT AGREEMENTEX-23.1: CONSENT OF KPMG LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION  To the Limited
    Partners of
    Citigroup Abingdon Futures Fund L.P.
    
  By:
    Jennifer Magro 
  Citigroup Managed Futures LLC    212-559-5046
 F-2




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Managements
    Report on Internal Control Over Financial Reporting
            Internal ControlIntegrated Framework
    
   
 F-3




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Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
  F-4




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F-5




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Report of Independent Registered Public Accounting Firm
 
     
 F-6




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Citigroup
    Abingdon Futures Fund L.P.
 Statements
    of Financial Condition
    December 31, 2008 and 2007
  2008


2007Assets:Investment in Master, at fair value (Note 1)

$
119,194,453


$
92,500,711Cash (Note 3c)


123,784



41,333Distribution receivable


1,768



184,364Total assets

$
119,320,005


$
92,726,408Liabilities and Partners CapitalLiabilities:Accrued expenses:Brokerage commissions (Note 3c)

$
447,450


$
347,707Management fees (Note 3b)


197,963



153,922Administrative fees (Note 3a)


49,491



38,480Incentive fees (Note 3b)


379,396



585,853Professional fees


80,503



13,058Other (Note 6)


14,198



8,463Due to CGM for offering costs (Note 6)






62,449Redemptions payable (Note 5)


3,406,004



821,460Total liabilities


4,575,005



2,031,392Partners Capital: (Notes 1 and 5)General Partner, 2,621.7839 and 1,732.0884 Unit equivalent
    outstanding at December 31, 2008 and 2007 respectively


3,157,152



1,805,581Limited Partners, 92,665.2839 and 85,271.2078 Redeemable Units
    of Limited Partnership Interest outstanding at December 31,
    2008 and 2007 respectively


111,587,848



88,889,435Total partners capital


114,745,000



90,695,016Total liabilities and partners capital

$
119,320,005


$
92,726,408   See accompanying notes to financial statements.
 F-7




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##### 



Citigroup
    Abingdon Futures Fund L.P.
 Statements
    of Income and Expense
    for the year ended December 31, 2008
    and for the period from February 1, 2007
    (commencement of trading operations)
    to December 31, 2007
  2008


2007Income:Net realized gains (losses) on closed positions allocated
    from Master

$
25,725,112


$
12,991,820Change in net unrealized gains (losses) on open positions
    allocated from Master


949,588



(825,721
)Interest income allocated from Master


1,127,937



1,825,352Expenses allocated from Master


(110,286
)


(118,150
)Total income (loss)


27,692,351



13,873,301Expenses:Brokerage commissions (Note 3c)


5,061,166



2,526,887Management fees (Note 3b)


2,240,263



1,118,553Incentive fees (Note 3b)


3,721,366



1,604,374Administrative fees (Note 3a)


560,066



279,637Professional fees


376,037



68,000Other


50,479



39,155Total expenses


12,009,377



5,636,606Net income (loss)

$
15,682,974


$
8,236,695Net income (loss) per Redeemable Unit of Limited Partnership
    Interest and General Partner Unit equivalent (Notes 1 and 7)

$
161.77


$
42.43   See accompanying notes to financial statements.
 F-8




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##### 



Citigroup
    Abingdon Futures Fund L.P.

    Statements of Changes in Partners Capital
    for the year ended December 31, 2008
    and for the period from February 1, 2007
    (commencement of trading operations)
    to December 31, 2007
  Limited


GeneralPartners


Partner


TotalInitial capital contributions, 1 Redeemable Unit of Limited
    Partnership Interest and General Partners contribution
    representing 1 Unit equivalent

$
1,000


$
1,000


$
2,000Proceeds from offering of 12,943.0000 Redeemable Units of
    Limited Partnership Interest (Note 1)


12,943,000







12,943,000Offering costs (Note 6)


(100,000
)






(100,000
)Opening Partners capital for operations


12,844,000



1,000



12,845,000Sale of 75,653.1994 Redeemable Units of Limited Partnership
    Interest and 1,731.0884 General Partner Interest


71,438,000



1,526,076



72,964,076Redemption of 3,325.9916 Redeemable Units of Limited Partnership
    Interest


(3,350,755
)






(3,350,755
)Net income (loss)


7,958,190



278,505



8,236,695Partners capital at December 31, 2007

$
88,889,435


$
1,805,581


$
90,695,016Sale of 60,151.8730 Redeemable Units of Limited Partnership
    Interest and 889.6955 General Partner Interest


67,639,000



1,000,000



68,639,000Redemption of 52,757.7969 Redeemable Units of Limited
    Partnership Interest


(60,271,990
)






(60,271,990
)Net income (loss)


15,331,403



351,571



15,682,974Partners capital at December 31, 2008

$
111,587,848


$
3,157,152


$
114,745,000Net Asset Value per Unit:  2007:

$
1,042.432008:

$
1,204.20
   See accompanying notes to financial statements.
 F-9




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##### 



Citigroup
    Abingdon Futures Fund L.P.
 Notes to
    Financial Statements
    December 31, 2008
  1.
    Partnership
    Organization:                 F-10




---



##### 



Citigroup
    Abingdon Futures Fund L.P.
    Notes to Financial Statements
    December 31, 2008
    2.
    Accounting
    Policies:  a.
    Use of Estimates.  The preparation of financial
    statements and accompanying notes in conformity with
    U.S. generally accepted accounting principles
    (GAAP) requires management to make estimates and
    assumptions that affect the reported amounts of assets and
    liabilities, income and expenses, and related disclosures of
    contingent assets and liabilities in the financial statements
    and accompanying notes. Actual results could differ from these
    estimates.b.
    Statement of Cash Flows.  The Partnership has
    elected not to provide a Statement of Cash Flows as permitted by
    Statement of Financial Accounting Standards No. 102
    Statement of Cash Flows-Exemption of Certain Enterprises
    and Classification of Cash Flows from Certain Securities
    Acquired for Resale (FAS 102).c.
    Investments.  The Partnership values its
    investment in the Master at its net asset value per unit as
    calculated by the Master. The Master values its investments as
    described in note 2 of the Masters notes to the
    annual financial statements as of December 31, 2008.  Fair Value Measurements. Fair Value
    Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
    Quoted Pricesin Active Markets


Significant Other


Significantfor Identical


Observable Inputs


Unobservable12/31/2008


Assets (Level 1)


(Level 2)


Inputs (Level 3)AssetsInvestment in Master

$
119,194,453


$



$
119,194,453


$
Total fair value

$
119,194,453


$



$
119,194,453


$
   Investments.
 F-11




---



##### 



Citigroup
    Abingdon Futures Fund L.P.
    Notes to Financial Statements
    December 31, 2008
    Fair Value Measurements. Fair Value
    Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
    Quoted Prices


Significantin Active


Other


SignificantMarkets for


Observable


UnobservableIdentical Assets


Inputs


Inputs12/31/2008


(Level 1)


(Level 2)


(Level 3)AssetsFutures

$
6,936,356


$
6,936,356


$



$
Forwards


2,996,261



2,996,261







Total assets


9,932,617



9,932,617







LiabilitiesForwards

$
816,692


$
816,692


$



$
Total liabilities


816,692



816,692







Total fair value

$
9,115,925


$
9,115,925


$



$
   d.
    Futures Contracts.  The Master trades futures
    contracts. A futures contract is a firm commitment to buy or
    sell a specified quantity of investments, currency or a
    standardized amount of a deliverable grade commodity, at a
    specified price on a specified future date, unless the contract
    is closed before the delivery date or if the delivery quantity
    is something where physical delivery can not occur (such as
    S&P 500 Index), whereby such contract is settled in cash.
    Payments (variation margin) may be made or received
    by the Master each business day, depending on the daily
    fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or F-12




---



##### 



Citigroup
    Abingdon Futures Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  losses by the Master. When the contract is closed, the Master
    records a realized gain or loss equal to the difference between
    the value of the contract at the time it was opened and the
    value at the time it was closed. Because transactions in futures
    contracts require participants to make both initial margin
    deposits of cash or other assets and variation margin deposits,
    through the futures broker, directly with the exchange on which
    the contracts are traded, credit exposure is limited. Realized
    gains (losses) and changes in unrealized gains (losses) on
    futures contracts are included in the Statements of Income and
    Expenses.  e.
    London Metals Exchange Forward
    Contracts.  Metal contracts traded on the London
    Metals Exchange (LME) represent a firm commitment to
    buy or sell a specified quantity of Aluminum, Copper, Lead,
    Nickel, Tin or Zinc. LME contracts traded by the Master are cash
    settled based on prompt dates published by the LME. Payments
    (variation margin) may be made or received by the
    Master each business day, depending on the daily fluctuations in
    the value of the underlying contracts, and are recorded as
    unrealized gains or losses by the Master. A contract is
    considered offset when all long positions have been matched with
    short positions. When the contract is closed at the prompt date,
    the Master record a realized gain or loss equal to the
    difference between the value of the contract at the time it was
    opened and the value at the time it was closed. Because
    transactions in LME contracts require participants to make both
    initial margin deposits of cash or other assets and variation
    margin deposits, through the broker, directly with the LME,
    credit exposure is limited. Realized gains (losses) and changes
    in unrealized gains (losses) on metal contracts are included in
    the Statements of Income and Expenses.  f.
    Income Taxes.  Income taxes have not been
    provided as each partner is individually liable for the taxes,
    if any, on their share of the Partnerships income and
    expenses.      g.
    Recent Accounting Pronouncements.On
    March 19, 2008, Financial Accounting Standards Board
    released Statement of Financial Accounting Standards
    No. 161, Disclosures about Derivative Instruments and
    Hedging Activities (FAS 161).
    FAS 161 requires qualitative disclosures about objectives
    and strategies for using derivatives, quantitative disclosures
    about fair value amounts of and gains and losses on derivative
    instruments, and disclosures about credit-risk-related
    contingent features in derivative agreements. The application of
    FAS 161 is required for fiscal years beginning after
    November 15, 2008 and interim periods within those fiscal
    years. The standard expands the disclosure requirements for
    derivatives and hedged items and has no impact on how the
    Partnership accounts for derivatives (the Partnership does not
    have hedged items). Management is evaluating the enhanced
    disclosure requirements and does not believe that there will be
    any material impact on the financial statement disclosures. F-13




---



##### 



Citigroup
    Abingdon Futures Fund L.P.
    Notes to Financial Statements
    December 31, 2008
   3.
    Agreements:  a.
    Limited Partnership Agreement:  1 24
  b.
    Management Agreement:      c.
    Customer Agreement:  give-up 30-day 3-month
  4.
    Trading
    Activities:     F-14




---



##### 



Citigroup
    Abingdon Futures Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  5.
    Distributions and
    Redemptions:    6.
    Offering and
    Organization Costs:      7.
    Financial
    Highlights:    2008


2007Net realized and unrealized gains (losses)*

$
222.04


$
59.47Interest income


11.65



30.82Expenses**


(71.92
)


(47.86
)Increase (decrease) for the period


161.77



42.43Net Asset Value per Redeemable Unit, beginning of period


1,042.43



1,000.00Net Asset Value per Redeemable Unit, end of period


1,204.20



1,042.43Redemption/subscription value per Redeemable Unit versus Net
    Asset Value per Redeemable Unit






0.67Redemption/subscription value per Redeemable Unit, end of
    period***

$
1,204.20


$
1,043.10    *
    
    Includes brokerage commissions.**
    
    Excludes brokerage commissions.***
    
    For the purpose of a redemption/subscription, any remaining
    accrued liability for reimbursement of offering and organization
    costs will not reduce redemption/subscription net asset value
    per redeemable unit. F-15




---



##### 



Citigroup
    Abingdon Futures Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  2008


2007Ratios to Average Net Assets:Net investment income (loss) before incentive fees****


(6.9
)%


(4.2
)%*****Operating expenses


8.0
%


7.5
%*****Incentive fees


3.5
%


2.7
%*****Total expenses


11.5
%


10.2
%*****Total return:Total return before incentive fees


19.3
%


6.1
%Incentive fees


(3.8
)%


(1.9
)%Total return after incentive fees


15.5
%


4.2
%    ****
    
    Interest income less total expenses.*****
    
    Annualized    8.
    Financial
    Instrument Risks:  over-the-counter
     F-16




---



##### 



Citigroup
    Abingdon Futures Fund L.P.
    Notes to Financial Statements
    December 31, 2008
     F-17




---



##### 



For the period
    
    For the period
    
    For the period
    
    For the periodfrom
    
    from
    
    from
    
    fromOctober 1, 2008 to
    
    July 1, 2008 to
    
    April 1, 2008 to
    
    January 1, 2008 toDecember 31, 2008
    
    September 30, 2008
    
    June 30, 2008
    
    March 31, 2008Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees
including interest
income
    
    $
    13,091,023
    
    
    $
    (9,415,300
    )
    
    $
    7,085,549
    
    
    $
    11,869,913Net income (loss)
    
    $
    11,759,091
    
    
    $
    (10,206,412
    )
    
    $
    5,112,950
    
    
    $
    9,017,345Increase (decrease)
in Net Asset Value
per Unit
    
    $
    119.17
    
    
    $
    (104.91
    )
    
    $
    48.77
    
    
    $
    98.74
 For the periodfromFor the periodfromOctober 1, 2007 to
    
    For the periodfromJuly 1, 2007 to
    
    For the periodfromApril 1, 2007 to
    
    February 1, 2007
(commencement of trading operations) toDecember 31, 2007
    
    September 30, 2007
    
    June 30, 2007
    
    March 31, 2007Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees
including interest
income
    
    $
    4,158,273
    
    
    $
    3,421,448
    
    
    $
    5,695,284
    
    
    $
    (1,928,591
    )Net income (loss)
    
    $
    2,961,692
    
    
    $
    2,480,126
    
    
    $
    4,806,596
    
    
    $
    (2,011,719
    )Increase (decrease)
in Net Asset Value
per Unit
    
    $
    35.39
    
    
    $
    28.65
    
    
    $
    100.68
    
    
    $
    (122.29
    )
 F-18




---



##### 



To the Limited
    Partners of
    CMF Winton Master L.P.
    
  By:
    Jennifer Magro
    Chief Financial Officer and Director
    Citigroup Managed Futures LLC
    General Partner,
    CMF Winton Master L.P.  Citigroup Managed Futures LLC    212-559-2011
 F-19




---



##### 



Report of Independent Auditors
 
   
 F-20




---



##### 



Report of Independent Registered Public Accounting Firm
 
     
 F-21




---



##### 



CMF Winton Master
    L.P.
 Statements
    of Financial Condition
    December 31, 2008 and 2007
  2008


2007Assets:Equity in commodity futures trading account:Cash (Note 3c)

$
512,248,576


$
415,019,670Cash margin (Note 3c)


26,405,684



38,923,845Net unrealized appreciation on open futures contracts


6,936,356



8,112,545Unrealized appreciation on open forward contracts


2,996,261



1,858,698548,586,877



463,914,758Interest receivable


9,032



1,028,543Total assets

$
548,595,909


$
464,943,301Liabilities and Partners Capital:Liabilities:Unrealized depreciation on open forward contracts

$
816,692


$
3,380,482Accrued expenses:Professional fees


18,642



23,230Redemption payable (Note 5)






3,465,913Distribution payable (Note 5)


9,032



1,028,543Total liabilities


844,366



7,898,168Partners Capital:General Partner, 0.0000 Unit equivalents at December 31,
    2008 and 2007






Limited Partners Capital, 270,994.4921 and 287,763.7942
    Redeemable Units of Limited Partnership Interest outstanding at
    December 31, 2008 and 2007, respectively


547,751,543



457,045,133Total liabilities and partners capital

$
548,595,909


$
464,943,301   See accompanying notes to financial statements.
 F-22




---



##### 



CMF Winton Master
    L.P.
 Schedule of
    Investments
    December 31, 2008
   % of PartnersFair Value


CapitalFutures Contracts PurchasedCurrencies

$
928,233



0.17
%Indices


1,935



0.00
*Interest Rates U.S.


4,977,464



0.91Interest Rates Non-U.S.


6,479,517



1.18Livestock


30,960



0.01Softs


218,297



0.04Total futures contracts purchased


12,636,406



2.31Futures Contracts SoldCurrencies


(3,144,184
)


(0.57
)Energy


727,901



0.13Grains


(2,623,430
)


(0.48
)Indices


(239,475
)


(0.05
)Interest Rates U.S.


(13,766
)


(0.00
)*Livestock


86,500



0.02Lumber


3,806



0.00
*Metals


(478,272
)


(0.09
)Softs


(19,130
)


(0.00
)*Total futures contracts sold


(5,700,050
)


(1.04
)Net unrealized appreciation on open futures contracts


6,936,356



1.27Unrealized Appreciation on Forward ContractsMetals


2,996,261



0.55Total unrealized appreciation on forward contracts


2,996,261



0.55Unrealized Depreciation on Forward ContractsMetals


(816,692
)


(0.15
)Total unrealized depreciation on forward contracts


(816,692
)


(0.15
)Total fair value

$
9,115,925



1.67
%     See accompanying notes to financial statements.
 F-23




---



##### 



CMF Winton Master
    L.P.
 Schedule of
    Investments
    December 31, 2007
  % of PartnersFair Value


CapitalFutures Contracts PurchasedCurrencies

$
(1,346,736
)


(0.29
)%Energy


2,391,339



0.52Grains


4,780,769



1.05Indices


482,992



0.10Interest Rates U.S.


145,156



0.03Interest Rates
    Non-U.S.


1,045,608



0.23Livestock


(62,428
)


(0.01
)Metals


1,901,510



0.41Softs


27,817



0.01Total futures contracts purchased


9,366,027



2.05Futures Contracts SoldCurrencies


(151,864
)


(0.03
)Energy


(326,420
)


(0.07
)Indices


96,301



0.02Interest Rates U.S.


(9,475
)


(0.00
)*Interest Rates
    Non-U.S.


(183,209
)


(0.04
)Livestock


159,920



0.03Lumber


2,805



0.00
*Metals


1,950



0.00
*Softs


(843,490
)


(0.18
)Total futures contracts sold


(1,253,482
)


(0.27
)Net unrealized appreciation on open futures contracts


8,112,545



1.78Unrealized Appreciation on Open Forward ContractsMetals


1,858,698



0.40Total unrealized appreciation on open forward contracts


1,858,698



0.40Unrealized Depreciation on Open Forward ContractsMetals


(3,380,482
)


(0.74
)Total unrealized depreciation on open forward contracts


(3,380,482
)


(0.74
)Total fair value

$
6,590,761



1.44
%     See accompanying notes to financial statements.
 F-24




---



##### 



CMF Winton Master
    L.P.
 Statements
    of Income and Expenses
    for the years ended
    December 31, 2008, 2007 and 2006
  2008


2007


2006Income:Net gains (losses) on trading of commodity interests:Net realized gains (losses) on closed positions

$
121,322,866


$
67,378,983


$
29,047,931Change in net unrealized gains (losses) on open positions


2,525,164



(3,420,940
)


5,283,954Gain (loss) from trading, net


123,848,030



63,958,043



34,331,885Interest Income


5,909,704



14,456,282



10,072,338Total income (loss)


129,757,734



78,414,325



44,404,223Expenses:Clearing fees


478,086



861,888



950,836Professional fees


35,866



33,468



21,458Total expenses


513,952



895,356



972,294Net income (loss)

$
129,243,782


$
77,518,969


$
43,431,929Net income (loss) per Redeemable Unit of Limited Partnership
    Interest (Notes 1 and 6)

$
453.53


$
276.81


$
232.02   See accompanying notes to financial statements.
 F-25




---



##### 



CMF Winton Master
    L.P.

    Statements of Changes in Partners Capital
    for the years ended
    December 31, 2008, 2007 and 2006
  PartnersCapitalPartners capital at December 31, 2005

$
178,606,589Net income (loss)


43,431,929Sale of 105,066.7150 Redeemable Units of Limited Partnership
    Interest


130,956,345Redemption of 55,862.7262 Redeemable Units of Limited
    Partnership Interest


(70,039,367
)Distribution of interest income to feeder funds


(10,072,338
)Partners capital at December 31, 2006


272,883,158Net income (loss)


77,518,969Sale of 123,458.3915 Redeemable Units of Limited Partnership
    Interest


172,636,530Redemption of 35,253.7082 Redeemable Units of Limited
    Partnership Interest


(51,537,242
)Distribution of interest income to feeder funds


(14,456,282
)Partners capital at December 31, 2007


457,045,133Net income (loss)


129,243,782Sale of 85,029.5477 Redeemable Units of Limited Partnership
    Interest


154,723,207Redemption of 101,798.8498 Redeemable Units of Limited
    Partnership Interest


(187,350,875
)Distribution of interest income to feeder funds


(5,909,704
)Partners capital at December 31, 2008

$
547,751,543Net Asset Value per Redeemable Unit of Limited Partnership
    Interest:  2006

$
1,367.432007

$
1,588.262008

$
2,021.26
   See accompanying notes to financial statements.
 F-26




---



##### 



CMF Winton Master
    L.P.

    Notes to Financial Statements
    December 31, 2008
  1.
    Partnership
    Organization:           F-27




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2008
      2.
    Accounting
    Policies:  a.
    Use of Estimates.The preparation of financial
    statements and accompanying notes in conformity with
    U.S. generally accepted accounting principles
    (GAAP) requires management to make estimates and
    assumptions that affect the reported amounts of assets and
    liabilities, income and expenses, and related disclosures of
    contingent assets and liabilities in the financial statements
    and accompanying notes. Actual results could differ from these
    estimates.b.
    Statement of Cash Flows.The Master has
    elected not to provide a Statement of Cash Flows as permitted by
    Statement of Financial Accounting Standards No. 102
    Statement of Cash Flows-Exemption of Certain Enterprises
    and Classification of Cash Flows from Certain Securities
    Acquired for Resale (FAS 102).c.
    Investments.All commodity interests of the
    Master (including derivative financial instruments and
    derivative commodity instruments) are held for trading purposes.
    The commodity interests are recorded on trade date and open
    contracts are recorded at fair value (as described below) at the
    measurement date. Investments in commodity interests denominated
    in foreign currencies are translated into U.S. dollars at
    the exchange rates prevailing at the measurement date. Gains or
    losses are realized when contracts are liquidated. Unrealized
    gains or losses on open contracts are included as a component of
    equity in commodity futures trading account on the Statements of
    Financial Condition. Realized gains or losses and any change in
    net unrealized gains or losses from the preceding period are
    reported in the Statements of Income and Expenses.  Fair Value Measurements. Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
  broker-dealers
 F-28




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2008
    Quoted Prices


Significantin Active


Other


SignificantMarkets for


Observable


UnobservableIdentical Assets


Inputs


Inputs12/31/2008


(Level 1)


(Level 2)


(Level 3)AssetsFutures

$
6,936,356


$
6,936,356


$



$
Forwards


2,996,261



2,996,261







Total assets


9,932,617



9,932,617







LiabilitiesForwards


816,692



816,692







Total liabilities


816,692



816,692







Total fair value

$
9,115,925


$
9,115,925


$



$
   d.
    Futures Contracts.The Master trades futures
    contracts. A futures contract is a firm commitment to buy or
    sell a specified quantity of investments, currency or a
    standardized amount of a deliverable grade commodity, at a
    specified price on a specified future date, unless the contract
    is closed before the delivery date or if the delivery quantity
    is something where physical delivery can not occur (such as
    S&P 500 Index), whereby such contract is settled in cash.
    Payments (variation margin) may be made or received
    by the Master each business day, depending on the daily
    fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or losses by the Master. When the
    contract is closed, the Master records a realized gain or loss
    equal to the difference between the value of the contract at the
    time it was opened and the value at the time it was closed.
    Because transactions in futures contracts require participants
    to make both initial margin deposits of cash or other assets and
    variation margin deposits, through the futures broker, directly
    with the exchange on which the contracts are traded, credit
    exposure is limited. Realized gains (losses) and changes in
    unrealized gains (losses) on futures contracts are included in
    the Statements of Income and Expenses.e.
    London Metals Exchange Forward
    Contracts.  Metal contracts traded on the London
    Metals Exchange (LME) represent a firm commitment to
    buy or sell a specified quantity of Aluminum, Copper, Lead,
    Nickel, Tin or Zinc. LME contracts traded by the Master are cash
    settled based on prompt dates published by the LME. Payments
    (variation margin) may be made or received by the
    Master each business day, depending on the daily fluctuations in
    the value of the underlying contracts, and are recorded as
    unrealized gains or losses by the Master. A contract is
    considered offset when all long positions have been matched with
    short positions. When the contract is closed at the prompt date,
    the Master records a realized gain or loss equal to the
    difference between the value of the contract at the time it was
    opened and the value at the time it was closed. Because
    transactions in LME contracts require participants to make both
    initial margin deposits of cash or other assets and variation
    margin deposits, through the broker, directly with the LME,
    credit exposure is limited. Realized gains (losses) and changes
    in unrealized gains (losses) on metal contracts are included in
    the Statements of Income and Expenses.  f.
    Income and Expenses Recognition.All of the
    income and expenses and realized and unrealized gains and losses
    on trading of commodity interests are determined on each
    valuation day and allocated pro rata among the Funds at the time
    of such determination. F-29




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2008
   g.
    Income Taxes.Income taxes have not been
    provided as each partner is individually liable for the taxes,
    if any, on their share of the Masters income and expenses.      h.
    Recent Accounting Pronouncements.On
    March 19, 2008, Financial Accounting Standards Board
    released Statement of Financial Accounting Standards
    No. 161, Disclosures about Derivative Instruments and
    Hedging Activities (FAS 161).
    FAS 161 requires qualitative disclosures about objectives
    and strategies for using derivatives, quantitative disclosures
    about fair value amounts of and gains and losses on derivative
    instruments, and disclosures about credit-risk-related
    contingent features in derivative agreements. The application of
    FAS 161 is required for fiscal years beginning after
    November 15, 2008 and interim periods within those fiscal
    years. The standard expands the disclosure requirements for
    derivatives and hedged items and has no impact on how the Master
    accounts for derivatives (the Master does not have hedged
    items). Management is evaluating the enhanced disclosure
    requirements and does not believe that there will be any
    material impact on the financial statement disclosures.  3.
    Agreements:  a.
    Limited Partnership Agreement:    b.
    Management Agreement:    c.
    Customer Agreement:  give-up,
 F-30




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2008
    4.
    Trading
    Activities:      5.
    Distributions and
    Redemptions:    6.
    Financial
    Highlights:    2008


2007


2006Net realized and unrealized gains (losses)*

$
433.13


$
220.96


$
179.65Interest income


20.53



55.98



52.49Expenses**


(0.13
)


(0.13
)


(0.12
)Increase (decrease) for the year


453.53



276.81



232.02Distribution of interest income to feeder funds


(20.53
)


(55.98
)


(52.49
)Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, beginning of year


1,588.26



1,367.43



1,187.90Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, end of year

$
2,021.26


$
1,588.26


$
1,367.43   *
    
    Includes clearing fees**
    
    Excludes clearing fees  2008


2007


2006Ratios to average net assets:Net investment income (loss)***


1.0
%


3.7
%


3.8
%Operating expenses


0.1
%


0.2
%


0.4
%Total return


28.6
%


20.2
%


19.5
%   ***
    
    Interest income less total expenses F-31




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2008
     7.
    Financial
    Instrument Risks:  over-the-counter
         F-32




---



##### 



For the period
    
    For the period
    
    
    
    
    
    For the periodfrom
    
    from
    
    For the period
    
    fromOctober 1, 2008 to
    
    July 1, 2008 to
    
    from April 1, 2008
    
    January 1, 2008 toDecember 31, 2008
    
    September 30, 2008
    
    to June 30, 2008
    
    March 31, 2008Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees
including interest
income
    
    $
    64,847,978
    
    
    $
    (37,683,528
    )
    
    $
    38,151,732
    
    
    $
    63,963,466Net income (loss)
    
    $
    64,838,710
    
    
    $
    (37,692,795
    )
    
    $
    38,142,296
    
    
    $
    63,955,571Increase (decrease)
in Net Asset Value
per Redeemable Unit
    
    $
    241.14
    
    
    $
    (136.12
    )
    
    $
    129.68
    
    
    $
    218.83
 For the period
    
    For the period
    
    
    
    
    
    For the periodfrom
    
    from
    
    For the period
    
    fromOctober 1, 2007 to
    
    July 1, 2007 to
    
    from April 1, 2007
    
    January 1, 2007 toDecember 31, 2007
    
    September 30, 2007
    
    to June 30, 2007
    
    March 31, 2007Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees
including interest
income
    
    $
    26,421,519
    
    
    $
    22,636,219
    
    
    $
    47,121,703
    
    
    $
    (18,627,004
    )Net income (loss)
    
    $
    26,421,271
    
    
    $
    22,624,252
    
    
    $
    47,111,076
    
    
    $
    (18,637,630
    )Increase (decrease)
in Net Asset Value
per Redeemable Unit
    
    $
    93.17
    
    
    $
    77.99
    
    
    $
    184.27
    
    
    $
    (78.62
    )
 F-33




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##### 



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure .
    Item 9A(T). Controls and Procedures .
    internal control over financial reporting
 
    
    pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Partnership;
    
    provide reasonable assurance that (i) transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and (ii) the Partnerships receipts are handled and expenditures
are made only pursuant to authorizations of the General Partner; and
    
    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Partnerships assets that could have a material
effect on the financial statements.
 Financial Statements and Supplementary Data.
  Item 9B. Other Information.
 32




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##### 



PART III
 Item 10. Directors, Executive Officers and Corporate Governance.
   Item 11. Executive Compensation.
 Business
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
 Security ownership of certain beneficial owners
  Name and Address
    
    Amount and Nature of
    
    PercentTitle of Class
    
    of Beneficial Owner
    
    Beneficial Ownership
    
    of ClassRedeemable Units of Limited Partnership Interest
    
    Steven Grossman
C/O Southern Container
P.O. Box 1060
Smithtown NY 11787-0977
    
    6,246.0043 Redeemable Units
    
    
    6.6
    %
 Security ownership of management
 Changes in control
 Item 13. Certain Relationship and Related Party Transactions, and Director Independence.
 Business Executive
Compensation.
 Item 14. Principal Accountant Fees and Services.
 Audit
Fees
 PwC
    $70,000KPMG
    $40,073
 Audit-Related Fees
 Tax
Fees
 PwC
    $14,000KPMG
    $12,067
 All Other Fees
   33




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##### 



PART IV
 Item 15. Exhibits, Financial Statement Schedules.
 (a) (1)
    
    Financial Statements:Statements of Financial Condition at December 31, 2008 and 2007.Schedules of Investments at December 31, 2008 and 2007.Statements of Income and Expenses for the year ended December 31, 2008 and for the period
from February 1, 2007 (commencement of trading operations) to December 31, 2007.Statements of Changes in Partners Capital for the year ended December 31, 2008 and for
the period from February 1, 2007 (commencement of trading operations) to December 31, 2007.Notes to Financial Statements.(2)
    
    Exhibits:3.1  Certificate of Limited Partnership (filed as Exhibit 3.1 to the Partnership Form 10)
(previously filed).3.2  Amendment to the Certificate of Limited Partnership (filed as Exhibit 3.2 to the
Partnership Form 10) (previously filed).3.3  Certificate of change Limited Partnership (filed as Exhibit 3.3 to the Partnership
Form 10) (previously filed).10.1  Management Agreement among the Partnership, the General Partner, SFG Global
Investments, Inc. and Winton Capital Management (filed as Exhibit 10.1 to the Partnership
Form 10) (previously filed).10.1 (a)  First Amendment to the Management Agreement among the Partnership, the General
Partner, SFG Global Investments, Inc. and Winton Capital Management (filed as Exhibit 10.1
(a) to the Partnership Form 10) (previously filed).10.2  Second Amendment to the Customer Agreement between the Partnership, and Salomon Smith
Barney Inc.(the Predecessor to CGM) (filed as Exhibit 10.2 to the Partnership Form 10)
(previously filed).10.3  Amendment and Reinstated Agency Agreement between the Partnership and Salomon Smith
Barney, Inc. (the predecessor to CGM) (filed as Exhibit 10.3 to the Partnership Form 10)
(previously filed).10.4  Form of Subscription Agreement (filed as Exhibit 10.4 to the Partnership Form 10)
(previously filed).10.13  Letter extending Management Agreement between the General Partner and Winton Capital
Management for 2007 (previously filed).10.14  Letter extending Management Agreement between the General Partner and Winton Capital
Management for 2008 (filed herein).23.1  Consent from
KPMG LLP dated March 26, 2009 (file herein).The exhibits required to be filed by Item 601 of regulation S-K are incorporated herein by
reference.Exhibit 31.1  Rule 13a-14(a)/15d-15(a) Certification (Certification of President and
Director).
 34




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##### 



Exhibit 31.2  Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial
Officer and Director).Exhibit 32.1  Section 1350 Certification (Certification of President and Director).Exhibit 32.2  Section 1350 Certification (Certification of Chief Financial Officer and
Director).
 35




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##### 



SIGNATURES
 st
 Citigroup Abingdon Futures Fund L.P.By:
    /s/ Citigroup Managed Futures LLC(General Partner)By:
    /s/ Jerry PascucciJerry Pascucci, President & Director  /s/ Jerry Pascucci
    
    
    
    /s/ Shelley Deavitt UllmanJerry Pascucci
    
    
    
    Shelley Deavitt UllmanPresident and Director
    
    
    
    Director/s/ Jennifer Magro
    
    
    
    /s/ Ihor RakowskyJennifer Magro
    
    
    
    Ihor RakowskyChief Financial Officer and
    
    
    
    Secretary and DirectorDirector/s/ Steve Ciampi
    
    
    
    /s/ Daryl DewbreySteve Ciampi
    
    
    
    Daryl DewbreyDirector
    
    
    
    Director/s/ Raymond NolteRaymond NolteDirector
    36