Ceres Abingdon (ABFF) 10-Q 2008 Q3 Quarterly report

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

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended September 30, 2008

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

For the transition period from          to          

Commission File Number0-53210

CITIGROUP ABINGDON FUTURES FUND L.P.

(Exact name of registrant as specified in its charter)

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 59^th Street - 10^th Floor

New York, New York 10022

(Address of principal executive offices) (Zip Code)

(212) 559-2011

(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 whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See the definitions of “large accelerated filer” and “accelerated filer” inRule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer    Accelerated filer    Non-accelerated filer X

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

Yes     No X

As of October 31, 2008, 88,776.9490 Limited Partnership Redeemable Units were outstanding.

CITIGROUP ABINGDON FUTURES FUND L.P.

FORM 10-Q

INDEX

			Page
			Number
PART I - Financial Information:
	Item 1.	Financial Statements:
		Statements of Financial Condition at September 30, 2008 and December 31, 2007 (unaudited)	3
		Statements of Income and Expenses and Partners’ Capital for the three and nine months ended September 30, 2008 and the three months ended September 30, 2007 and the period from February 1, 2007 (commencement of trading operations) to September 30, 2007. (unaudited)	4
		Statements of Cash Flows for the nine months ended September 30, 2008 and the period from February 1, 2007 (commencement of trading operations) to September 30, 2007. (unaudited)	5
		Notes to Financial Statements, including the Financial Statements of CMF Winton Master L.P. (unaudited)	6 – 16
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17 – 20
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21 – 22
	Item 4T.	Controls and Procedures	23
PART II - Other Information			24 – 26
EX-31.1
EX-31.2
EX-32.1
EX-32.2

2

PART I

Item 1. Financial Statements

Citigroup Abingdon Futures Fund L.P.
Statements of Financial Condition
(Unaudited)

	September 30,		December 31,
	2008		2007
Assets:
Investment in Master, at fair value	$	111,209,958	$	92,500,711
Cash		48,836		41,333
Distribution receivable		77,748		184,364
Total assets	$	111,336,542	$	92,726,408
Liabilities and Partners’ Capital:
Liabilities:
Accrued expenses:
Brokerage commissions	$	417,494	$	347,707
Management fees		184,819		153,922
Administrative fees		46,205		38,480
Incentive fees		—		585,853
Other		22,913		21,521
Due to CGM for offering costs		23,727		62,449
Redemptions payable		2,267,970		821,460
Total liabilities		2,963,128		2,031,392
Partners’ Capital:
General Partner 2,621.7839 and 1,732.0884 Unit equivalents outstanding in 2008 and 2007, respectively		2,844,714		1,805,581
Limited Partners’ 97,258.6386 and 85,271.2078 Redeemable Units of Limited Partnership Interest outstanding in 2008 and 2007, respectively		105,528,700		88,889,435
Total partners’ capital		108,373,414		90,695,016
Total liabilities and partners’ capital	$	111,336,542	$	92,726,408

See accompanying notes to financial statements

3

Citigroup Abingdon Futures Fund L.P.
Statements of Income and Expenses and Partners’ Capital
(Unaudited)

										Period from
										February 1, 2007
										(commencement of
	Three Months Ended						Nine Months Ended			trading operations)
	September 30,						September 30,			to September 30,
	2008			2007			2008			2007
Income:
Net realized gains (losses) on closed positions allocated from Master	$	(3,844,998	)	$	(375,995	)	$	13,537,514		$	3,710,595
Change in net unrealized gains (losses) on open positions allocated from Master		(4,638,058	)		4,030,166			(1,246,716	)		3,868,113
Interest income allocated from Master		327,381			632,073			1,091,768			1,205,692
Expenses allocated from Master		(26,406	)		(36,113	)		(93,017	)		(78,420	)
Total income (loss)		(8,182,081	)		4,250,131			13,289,549			8,705,980
Expenses:
Brokerage commissions		1,233,219			828,683			3,749,387			1,517,839
Management fees		545,901			366,841			1,659,667			671,876
Administrative fees		136,475			91,710			414,917			167,969
Incentive fees		—			462,415			3,341,970			1,018,521
Other		108,736			20,356			199,725			54,772
Total expenses		2,024,331			1,770,005			9,365,666			3,430,977
Net income (loss)	$	(10,206,412	)	$	2,480,126		$	3,923,883		$	5,275,003
Additions — Limited Partners		14,037,000			20,308,000			54,864,000			73,997,000
Additions — General Partner		1,000,000						1,000,000			1,527,076
Redemptions — Limited Partners		(8,814,740	)		(1,418,724	)		(42,109,485	)		(1,418,724	)
Net increase (decrease) in partners’ capital		(3,984,152	)		21,369,402			17,678,398			79,380,355
Partners’ Capital, beginning of period		112,357,566			58,010,953			90,695,016			—
Partners’ Capital, end of period	$	108,373,414		$	79,380,355		$	108,373,414		$	79,380,355
Net Asset Value per Unit (99,880.4225 and 78,825.2821 Units outstanding at September 30, 2008 and 2007, respectively)	$	1,085.03		$	1,007.04		$	1,085.03		$	1,007.04
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent	$	(104.91	)	$	28.65		$	42.60		$	7.04

See accompanying notes to financial statements

4

Citigroup Abingdon Futures Fund L.P.
Statements of Cash Flows
(Unaudited)

				Period from
				February 1, 2007
				(commencement of
	Nine Months Ended			trading operations)
	September 30,			to September 30,
	2008			2007
Cash flows from operating activities:
Net income (loss)	$	3,923,883		$	5,275,003
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
Purchase of investment in Master		(55,864,000	)		(75,624,076	)
Proceeds from sale of investment in Master		50,550,918			3,343,140
Net change in unrealized (appreciation) depreciation on investment in Master		(13,396,165	)		(8,705,980	)
(Increase) decrease in distribution receivable		106,616			—
Accrued expenses:
Increase (decrease) in brokerage commissions		69,787			303,711
Increase (decrease) in management fees		30,897			134,454
Increase (decrease) in administrative fees		7,725			33,614
Increase (decrease) in incentive fees		(585,853	)		462,415
Increase (decrease) in other		1,392			13,843
Net cash provided by (used in) operating activities		(15,154,800	)		(74,763,876	)
Cash flows from financing activities:
Proceeds from additions — Limited Partners		54,864,000			74,097,000
Proceeds from additions — General Partner		1,000,000			1,527,076
Payments for redemptions — Limited Partners		(40,662,975	)		(827,405	)
Payments for offering costs		(38,722	)		(25,707	)
Net cash provided by (used in) financing activities		15,162,303			74,770,964
Net change in cash		7,503			7,088
Cash, at beginning of period		41,333			—
Cash, at end of period	$	48,836		$	7,088

See accompanying notes to financial statements

5

Citigroup Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

1.   General:

Citigroup Abingdon Futures Fund L.P. (the “Partnership”) is a limited partnership which was formed on November 8, 2005, under the partnership laws of the State of New York to engage in the speculative trading of a diversified portfolio of commodity interests including futures contracts, options, swaps and forward contracts. The Partnership commenced trading on February 1, 2007. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk. The Partnership privately and continuously offers up to 200,000 Redeemable Units of Limited Partnership Interest (“Redeemable Units”) in the Partnership to qualified investors. There is no maximum number of units that may be sold by the Partnership.

Citigroup Managed Futures LLC, a Delaware Limited Liability Company, acts as the general partner (the “General Partner”) of the Partnership and commodity pool operator. The Partnership’s commodity broker is Citigroup Global Markets Inc. (“CGM”). CGM is an affiliate of the General Partner. The General Partner is wholly owned by Citigroup Global Markets Holdings Inc. (“CGMHI”), which is the sole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc.

On February 1, 2007, the Partnership invested substantially all of its capital in the CMF Winton Master L.P. (the “Master”), a limited partnership organized under the partnership laws of the state of New York, having the same investment objective as the Partnership. The Partnership purchased 9,017.0917 Redeemable Units of the Master with cash equal to $12,945,000. The Master was formed in order to permit accounts managed then or in the future by Winton Capital Management Limited (the “Advisor”) using the Diversified Program, the Advisor’s proprietary trading program, to invest together in one trading vehicle. The General Partner is also the general partner of the Master. Individual and pooled accounts currently managed by the Advisor, including the Partnership, are permitted to be limited partners of the Master. The General Partner and the Advisor believe that trading through thismaster/feeder structure promotes efficiency and economy in the trading process. Expenses to investors as a result of the investment in the Master are approximately the same and redemption rights are not affected.

At September 30, 2008 and December 31, 2007, the Partnership owned approximately 22.8% and 20.2%, respectively, of the Master. The Partnership intends to continue to invest substantially all of its assets in the Master. The performance of the Partnership is directly affected by the performance of the Master. The Master’s Statement of Financial Condition, Schedules of Investments, Statements of Income and Expenses and Partners’ Capital and Statements of Cash Flows are included herein.

The accompanying financial statements are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Partnership’s financial condition at September 30, 2008 and December 31, 2007 and the results of its operations, changes in partners’ capital for the three and nine months ended September 30, 2008, and the three months ended September 30, 2007 and the period from February 1, 2007 (commencement of trading operations) to September 30, 2007 and cash flows for the nine months ended September 30, 2008 and the period from February 1, 2007 (commencement of trading operations) to September 30, 2007. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership’s Annual Report on Form 10-12 G filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2007 filed on April 30, 2008 and amended on May 21, 2008, on August 14, 2008 and November 5, 2008.

The preparation of financial statements 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, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could differ from these estimates.

Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.

6

Citigroup Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

The Master’s Statements of Financial Condition and Schedule of Investments as of September 30, 2008 and December 31, 2007 and Statements of Income and Expenses and Partners’ Capital for the three and nine months ended September 30, 2008 and the three months ended September 30, 2007 and the period from February 1, 2007 (commencement of trading operations) to September 30, 2007 and Statements of Cash Flows for the nine months ended September 30, 2008 and the period from February 1, 2007 (commencement of trading operations) to September 30, 2007 are presented below:

CMF Winton Master L.P.
Statements of Financial Condition
(Unaudited)

	September 30,		December 31,
	2008		2007
Assets:
Equity in commodity futures trading account:
Cash	$	466,092,662	$	415,019,670
Cash margin		22,939,816		38,923,845
Net unrealized appreciation on open futures contracts		—		8,112,545
Unrealized appreciation on open forward contracts		1,094,829		1,858,698
		490,127,307		463,914,758
Interest receivable		380,587		1,028,543
Total assets	$	490,507,894	$	464,943,301
Liabilities and Partners’ Capital:
Liabilities:
Net unrealized depreciation on open futures contracts	$	1,143,806	$	—
Unrealized depreciation on open forward contracts		49,744		3,380,482
Accrued expenses:
Other		23,656		23,230
Redemption payable		—		3,465,913
Distribution payable		380,587		1,028,543
Total liabilities		1,597,793		7,898,168
Partners’ Capital:
Limited Partners’ Capital, 274,546.6529 and 287,763.7942 Redeemable Units of Limited Partnership Interest outstanding in 2008 and 2007, respectively		488,910,101		457,045,133
Total liabilities and partners’ capital	$	490,507,894	$	464,943,301
		,

7

Citigroup Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

CMF Winton Master L.P.
Schedule of Investments
September 30, 2008
(Unaudited)

				% of Partners
	Fair Value			Capital
Futures Contracts Purchased
Currencies	$	(893,543	)		(0.18	)%
Energy		(450,772	)		(0.09	)
Grains		(2,595,660	)		(0.53	)
Interest Rates Non-U.S.		1,318,917			0.27
Interest Rates U.S.		(759,917	)		(0.16	)
Metals		(15,230	)		(0.00	)*
Softs		(287,822	)		(0.06	)
Total futures contracts purchased		(3,684,027	)		(0.75	)
Futures Contracts Sold
Currencies		(746,058	)		(0.15	)
Energy		116,000			0.02
Grains		1,689			0.00	*
Indices		2,823,238			0.58
Interest Rates Non-U.S.		(504,935	)		(0.10	)
Interest Rates U.S.		888			0.00	*
Livestock		357,295			0.07
Lumber		7,865			0.00	*
Metals		(20,412	)		(0.00	)*
Softs		504,651			0.10
Total futures contracts sold		2,540,221			0.52
Net unrealized depreciation on open futures contracts		(1,143,806	)		(0.23	)
Unrealized Appreciation on Open Forward Contracts
Metals		1,094,829			0.22
Total unrealized appreciation on forward contracts		1,094,829			0.22
Unrealized Depreciation on Open Forward Contracts
Metals		(49,744	)		(0.01	)
Total unrealized depreciation on forward contracts		(49,744	)		(0.01	)
Total fair value	$	(98,721	)		(0.02	)%

* Due to rounding

8

Citigroup Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

CMF Winton Master L.P.
Schedule of Investments
December 31, 2007
(Unaudited)

				% of Partners
	Fair Value			Capital
Futures Contracts Purchased
Currencies	$	(1,346,736	)		(0.29	)%
Energy		2,391,339			0.52
Grains		4,780,769			1.05
Indices		482,992			0.10
Interest Rates U.S.		145,156			0.03
Interest Rates Non-U.S.		1,045,608			0.23
Livestock		(62,428	)		(0.01	)
Metals		1,901,510			0.41
Softs		27,817			0.01
Total futures contracts purchased		9,366,027			2.05
Futures Contracts Sold
Currencies		(151,864	)		(0.03	)
Energy		(326,420	)		(0.07	)
Indices		96,301			0.02
Interest Rates U.S.		(9,475	)		(0.00	)*
Interest Rates Non-U.S.		(183,209	)		(0.04	)
Livestock		159,920			0.03
Lumber		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			1.78
Unrealized Appreciation on Open Forward Contracts
Metals		1,858,698			0.40
Total unrealized appreciation on open forward contracts		1,858,698			0.40
Unrealized Depreciation on Open Forward Contracts
Metals		(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	%

* Due to rounding

See accompanying notes to financial statements.

9

Citigroup Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

CMF Winton Master L.P.
Statements of Income and Expenses and Partners’ Capital
(Unaudited)

	Three Months Ended							Nine Months Ended
	September 30,							September 30,
	2008			2007				2008			2007
Income:
Net gains (losses) on trading of commodity interests:
Net realized gains (losses) on closed positions and foreign currencies	$	(17,267,563	)	$	(2,113,545	)		$	65,800,861		$	21,104,255
Change in net unrealized gains (losses) on open positions		(21,966,396	)		21,030,550				(6,689,482	)		19,721,371
Gain (loss) from trading, net		(39,233,959	)		18,917,005				59,111,379			40,825,626
Interest income		1,660,232			3,907,853				5,729,763			10,967,711
Total income (loss)		(37,573,727	)		22,824,858				64,841,142			51,793,337
Expenses:
Clearing fees		109,801			188,639				409,472			662,419
Other expenses		9,267			11,967				26,598			33,220
Total expenses		119,068			200,606				436,070			695,639
Net income (loss)		(37,692,795	)		22,624,252				64,405,072			51,097,698
Additions — Limited Partners		41,384,712			33,811,064				113,225,126			142,342,858
Redemptions — Limited Partners		(79,547,378	)		(7,350,611	)			(140,035,467	)		(24,048,725	)
Distribution of interest income to feeder funds		(1,660,232	)		(3,907,853	)			(5,729,763	)		(10,967,711	)
Net increase (decrease) in Partners’ Capital		(77,515,693	)		45,176,852				31,864,968			158,424,120
Partners’ Capital, beginning of period		566,425,794			386,130,426				457,045,133			272,883,158
Partners’ Capital, end of period	$	488,910,101		$	431,307,278			$	488,910,101		$	431,307,278
Net Asset Value per Redeemable Unit (274,546.6529 and 286,142.5707 Units outstanding at September 30, 2008 and 2007, respectively)	$	1,780.79		$	1,507.32			$	1,780.79		$	1,507.32
Net income (loss) per Redeemable Unit of Limited Partnership Interest	$	(136.12	)	$	77.99			$	212.39		$	183.64
							��

10

Citigroup Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

CMF Winton Master L.P.
Statements of Cash Flows
(Unaudited)

	Nine Months Ended
	September 30,
	2008			2007
Cash flows from operating activities:
Net income (loss)	$	64,405,072		$	51,097,698
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in cash margin		15,984,029			10,272,829
(Increase) decrease in net unrealized appreciation on open futures contracts		8,112,545			(20,033,691	)
(Increase) decrease in unrealized appreciation on open forward contracts		763,869			2,627,992
(Increase) decrease in interest receivable		647,956			(228,517	)
Increase (decrease) in net unrealized depreciation on open futures contracts		1,143,806			—
Increase (decrease) in unrealized depreciation on open forward contracts		(3,330,738	)		(2,315,672	)
Accrued expenses:
Increase (decrease) in other		426			3,062
Net cash provided by (used in) operating activities		87,726,965			41,423,701
Cash flows from financing activities:
Proceeds from additions — Limited Partners		113,225,126			142,342,858
Payments for redemptions — Limited Partners		(143,501,380	)		(24,048,725	)
Distribution of interest income to feeder funds		(6,377,719	)		(10,739,194	)
Net cash provided by (used in) financing activities		(36,653,973	)		107,554,939
Net change in cash		51,072,992			148,978,640
Cash, at beginning of period		415,019,670			219,713,268
Cash, at end of period	$	466,092,662		$	368,691,908

11

Citigroup Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

2.   Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of Limited Partnership Interest for the three and nine months ended September 30, 2008 and the three months ended September 30, 2007 and the period from February 1, 2007 (commencement of trading operations) to September 30, 2007 were as follows:

										Period from
										February 1, 2007
										(commencement of
	Three Months Ended						Nine Months Ended			trading operations)
	September 30,						September 30,			to September 30,
	2008			2007			2008			2007
Net realized and unrealized gains (losses) allocated from Master*	$	(100.22	)	$	32.41		$	89.68		$	17.20
Interest income allocated from Master		3.31			8.46			11.28			23.54
Expenses**		(8.00	)		(12.22	)		(58.36	)		(33.70	)
Increase (decrease) for the period		(104.91	)		28.65			42.60			7.04
Net Asset Value per Redeemable Unit, beginning of period		1,189.94			978.39			1,042.43			1,000.00
Net Asset Value per Redeemable Unit, end of period		1,085.03			1,007.04			1,085.03			1,007.04
Redemption/subscription value per Redeemable Unit versus Net Asset Value per Redeemable Unit		0.19			0.89			0.19			0.89
Redemption/subscription value per Redeemable Unit, end of period***	$	1,085.22		$	1,007.93		$	1,085.22		$	1,007.93

*	Includes Partnership brokerage commissions and expenses allocated from the Master.
**	Excludes Partnership brokerage commissions and expenses allocated from the Master.
***	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.

										Period from
										February 1, 2007
										(commencement of
	Three Months Ended						Nine Months Ended			trading operations)
	September 30,						September 30,			to September 30,
	2008			2007			2008			2007
Ratio to average net assets:****
Net investment income (loss) before incentive fees*****		(6.4	)%		(3.8	)%		(6.5	)%		(3.6	)%
Operating expenses		7.6	%		7.1	%		7.9	%		6.9	%
Incentive fees		—			0.7	%		3.2	%		2.0	%
Total expenses		7.6	%		7.8	%		11.1	%		8.9	%
Total return:
Total return before incentive fees		(8.8	)%		3.5	%		7.3	%		2.0	%
Incentive fees		—			(0.6	)%		(3.2	)%		(1.3	)%
Total return after incentive fees		(8.8	)%		2.9	%		4.1	%		0.7	%

****	Annualized (other than incentive fee)
*****	Interest income allocated from Master less total expenses

12

Citigroup Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

The above ratios may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the Limited Partner class using the Limited Partners’ share of income, expenses and average net assets.

Financial Highlights of the Master:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Net realized and unrealized gains (losses)*	$	(142.08	)	$	64.07		$	192.62		$	140.01
Interest income		6.00			13.97			19.86			43.75
Expenses **		(0.04	)		(0.05	)		(0.09	)		(0.12	)
Increase (decrease) for the period		(136.12	)		77.99			212.39			183.64
Distribution of interest to feeder funds		(6.00	)		(13.97	)		(19.86	)		(43.75	)
Net Asset Value per Redeemable Unit, beginning of period		1,922.91			1,443.30			1,588.26			1,367.43
Net Asset Value per Redeemable Unit, end of period	$	1,780.79		$	1,507.32		$	1,780.79		$	1,507.32

*	Includes clearing fees.
**	Excludes clearing fees.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Ratios to average net assets:***
Net investment income (loss)****		1.2	%		3.7	%		1.4	%		4.0	%
Operating expense		0.1	%		0.2	%		0.1	%		0.3	%
Total return		(7.1	) %		5.4	%		13.4	%		13.4	%

***	Annualized
****	Interest income less total expenses

The above ratios may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the Limited Partner class using Limited Partners’ income, expenses and average net assets.

3.   Trading Activities:

The Partnership was formed for the purpose of trading contracts, through its investment in the Master, in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Master’s trading activities are shown in the Statements of Income and Expenses and Partners’ Capital.

The customer agreement between the Partnership and CGM and the Master and CGM gives the Partnership and the Master, respectively, the legal right to net unrealized gains and losses on open futures positions.

All of the commodity interests owned by the Master are held for trading purposes. The average fair values of these interests during the nine and twelve months ended September 30, 2008 and December 31, 2007, based on a monthly calculation, were $8,015,632 and $13,531,584, respectively. The fair values of these commodity interests,

13

Citigroup Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

including options written thereon, if applicable, at September 30, 2008 and December 31, 2007, were ($98,721) and $6,590,761, respectively. Fair values for exchange traded commodity futures and options are based on quoted market prices for those futures and options. Fair values for all other financial instruments for which market quotations are not readily available are based on other measures of fair value deemed appropriate by the General Partner.

Brokerage commissions are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions.

4.  Fair Value Measurements:

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, 2007.

Fair Value Measurements.  The Partnership adopted Statements of Financial Accounting Standards No. 157,Fair Value Measurements(“SFAS 157”) as of January 1, 2008. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This statement establishes a framework for measuring fair value and expands disclosures regarding fair value measurements in accordance with GAAP. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Partnership did not apply the deferral allowed by FASB Staff PositionsNo. FAS 157-2,Effective Date of FASB Statement No. 157, for nonfinancial assets and liabilities measured at fair value on a nonrecurring basis.

The Partnership values investments in master partnerships (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership based on the end of the day net asset value of the Master (Level 2). The value of the Partnership’s investment in the Master reflects its proportional interest in the Master. As of September 30, 2008, the Partnership did not directly hold any derivative instruments that are based on quoted prices in active markets for identical assets (Level 1) or unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

			Quoted Prices
			in Active Markets		Significant Other		Significant
			for Identical		Observable Inputs		Unobservable
	9/30/2008		Assets (Level 1)		(Level 2)		Inputs (Level 3)
Assets
Investment in Master	$	111,209,958	$	—	$	111,209,958	$	—
Total fair value	$	111,209,958	$	—	$	111,209,958	$	—

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 in equity in commodity futures trading account. Any change in net unrealized gain or loss from the preceding period is reported in the Statements of Income and Expenses and Partner’s Capital.

Fair Value Measurements.  The Master adopted SFAS 157, as of January 1, 2008. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a

14

Citigroup Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

liability in an orderly transaction between market participants at the measurement date. This statement establishes a framework for measuring fair value and expands disclosures regarding fair value measurements in accordance with GAAP. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Master did not apply the deferral allowed by FASB Staff PositionsNo. FAS 157-2,Effective Date of FASB Statement No. 157, for nonfinancial assets and liabilities measured at fair value on a nonrecurring basis.

The Master considers prices for exchange traded commodity futures and options contracts to be based on quoted prices in active markets for identical assets (Level 1). The values of forwards, swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). Investments in partnerships (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 2). As of September 30, 2008, the Master did not hold any derivative instruments that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3)

				Quoted Prices
				in Active Markets			Significant Other		Significant
				for Identical			Observable Inputs		Unobservable
	9/30/2008			Assets (Level 1)			(Level 2)		Inputs (Level 3)
Assets
Forwards	$	1,094,829		$	—		$	1,094,829	$	—
Total assets		1,094,829			—			1,094,829		—
Liabilities
Futures		1,143,806			1,143,806			—		—
Forwards		49,744			—			49,744		—
Total Liabilities		1,193,550			1,143,806			49,744	$	—
Total fair value	$	(98,721	)	$	(1,143,806	)	$	1,045,085	$	—

5.  Financial Instrument Risks:

In the normal course of its business, the Partnership, through its investment in the Master, is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures and options, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. The Master may trade commodity options. Specific market movements of the commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer, or seller, of an option has unlimited risk. These instruments may be traded on an exchange or over-the-counter (“OTC”). Exchange traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks

15

Citigroup Abingdon Futures Fund L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

associated with OTC contracts are greater than those associated with exchange traded instruments because of the greater risk of default by the counterparty to an OTC contract.

Market risk is the potential for changes in the value of the financial instruments traded by the Master due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded by the Master. The Partnership is exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short.

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. Credit risk with respect to exchange traded instruments is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transactions. The Master’s risk of loss in the event of counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and not represented by the contract or notional amounts of the instruments. The Partnership, through its investment in the Master, has credit risk and concentration risk because the sole counterparty or broker with respect to the Master’s assets is CGM.

As both a buyer and seller of options, the Partnership pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership to potentially unlimited liability for purchased options the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Partnership does not consider these contracts to be guarantees as described in FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees” (“FIN 45”).

The General Partner monitors and controls the Master’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Master is subject. These monitoring systems allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forward and option positions by sector, margin requirements, gain and loss transactions and collateral positions.

The majority of these instruments mature within one year of the inception date. However, due to the nature of the Master’s business, these instruments may not be held to maturity.

16

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

Liquidity and Capital Resources

The Partnership does not engage in sales of goods or services. Its only assets are its investment in Master, cash and distribution receivable. The Master does not engage in sales of goods or services. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its investment in the Master. While substantial losses could lead to a material decrease in liquidity, no such losses occurred in the third quarter of 2008.

The Partnership’s capital consists of the capital contributions of the partners, as increased or decreased by gains or losses on trading and by expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any.

For the nine months ended September 30, 2008, Partnership capital increased 19.5% from $90,695,016 to $108,373,414. This increase was attributable to net income from operations of $3,923,883 coupled with additional sales of 49,050.4983 Redeemable Units of Limited Partnership Interest totaling $54,864,000 and the additional sales of 889.6955 General Partner Unit equivalents totaling $1,000,000, which was partially offset by the redemption of 37,063.0675 Redeemable Units of Limited Partnership Interest totaling $42,109,485. Future redemptions can impact the amount of funds available for investment in the Master in subsequent periods.

The Master’s capital consists of the capital contributions of the partners as increased or decreased by gains or losses on trading and by expenses, interest income, redemptions of Units and distributions of profits, if any.

For the nine months ended September 30, 2008, the Master’s capital increased 7.0% from $457,045,133 to $488,910,101. This increase was attributable to net income from operations of $64,405,072 coupled with additional sales of 63,686.5616 Redeemable Units of Limited Partnership Interest totaling $113,225,126, which was partially offset by the redemption of 76,903.7029 Redeemable Units of Limited Partnership Interest totaling $140,035,467 and distribution of interest income to feeder funds totaling $5,729,763. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent periods.

Critical Accounting Policies

Use of Estimates.  The preparation of financial statements 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, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could differ from these estimates.

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, 2007.

Fair Value Measurements.  For disclosures related to fair value measurements pursuant to SFAS 157, refer to note 4 in the notes to financial statements.

17

Income and Expenses Recognition.  All of the income and expenses and unrealized and realized gains and losses from the commodity transactions of the Master are allocated pro rata among the investors at the time of such determination. The Master’s income and expense recognition is discussed in note 2 of the Master’s notes to the annual financial statements as of December 31, 2007.

Forward Foreign Currency Contracts.  Foreign currency contracts are those contracts where the Master agrees to receive or deliver a fixed quantity of foreign currency for anagreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Master’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statements of Financial Condition. Realized gains (losses) and changes in unrealized gains (losses) on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur and are included in the Statements of Income and Expenses and Partners’ Capital.

Income Taxes.  Income taxes have not been provided as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses.

In 2007, the Partnership adopted FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions with respect to tax at the partnership level not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The General Partner has concluded that the adoption of FIN 48 had no impact on the operations of the Partnership for the nine months ended September 30, 2008 and that no provision for income tax is required in the Partnership’s financial statements.

The following are the major tax jurisdictions for the Partnership and the earliest tax year subject to examination: United States — 2007.

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.

Results of Operations

During the Partnership’s third quarter of 2008 the Net Asset Value per Redeemable Unit decreased 8.8% from $1,189.94 to $1,085.03 as compared to an increase of 2.9% in the third quarter of 2007. The Partnership experienced a net trading loss (comprised of realized gains (losses) on closed positions allocated from the Master and change in unrealized gains (losses) on open positions allocated from the Master) before brokerage commissions and related fees in the third quarter of 2008 of $8,483,056. Losses were primarily attributable to the Master’s trading of commodity futures in currencies, energy, grains, metals, softs and were partially offset by gains in U.S. and non-U.S. interest rates, indices, lumber and livestock. The Partnership experienced a net trading gain before brokerage commissions and fees in the third quarter of 2007 of $3,654,171. Gains were primarily attributable to the Master’s trading of commodity futures in currencies, U.S. and non-U.S. interest rates, metals, energy, lumber, grains, livestock and were partially offset by losses in softs and indices.

18

The third quarter of 2008 presented an extremely volatile trading environment as the credit crisis deepened. Counterparty risk took the center stage as some of the biggest broker-dealers teetered on the edge of bankruptcy. Managed futures, as an asset class, outperformed since counterparty risk is eliminated through exchange cleared trading. The crisis affected various asset classes in different ways. The U.S. Dollar strengthened against most developed country currencies. The fixed income sector experienced tremendous volatility as yield curves rapidly sloped upwards, indicating a strong preference for shorter maturity, less risky government treasuries. Crude oil set the highest exchange listed price of $147 while also dipping below $100 in the quarter. The agricultural sector also reflected a similar sentiment as prices of grains reached record levels earlier in the quarter while dipping to their lowest levels for the year as the quarter came to a close. Perhaps, the most visible sentiment of the market was reflected through stock index futures as most indices dropped precipitously. The Partnership was profitable in fixed income and stock indices while losses were seen in currencies, metals, grains, energy and agricultural softs.

The Partnership registered gains in the fixed income sector, as strong trends were reversed during the quarter. As the central banks across the world continued to combat the credit crisis, yields on shorter maturity government securities dropped to their lowest levels, indicating a flight to quality. The Partnership profited from short positions in global stock indices, which cratered to their lowest levels in a few years.

In currencies, the Partnership realized losses, as the U.S. Dollar grew strong against some of the other developed country currencies. In the energy sector, long-term bullish trend in crude oil reversed, just as a new exchange listed record price of $147 was set. The Partnership recorded losses in the energy sector due to this sharp reversal, which reflected across the petroleum complex, including natural gas. In the grains sector, losses were registered as prices reversed from record levels at the beginning of the quarter before recovering later. Increased correlation between corn and crude oil prices has been notable in the recent past. Losses were registered in the metals sector as gold prices dropped sharply to their lowest level in the year. Industrial metals also exhibited a sharp reversal. Small losses were seen in agricultural softs, primarily from cocoa and coffee.

During the Partnership’s nine months ended September 30, 2008, the Net Asset Value per Redeemable Unit increased 4.1% from $1,042.43 to $1,085.03 as compared to an increase of 0.7% in the period from February 1, 2007 to September 30, 2007. The Partnership experienced a net trading gain (comprised of realized gains (losses) on closed positions allocated from the Master and changes in unrealized gains (losses) on open positions allocated from the Master) before brokerage commissions and related fees in the nine months ended September 30, 2008 of $12,290,798. Gains were primarily attributable to the Master’s trading of commodity futures in currencies, U.S. and non-U.S. interest rates, lumber, metals, energy, grains, indices and were partially offset by losses in softs and livestock. The Partnership experienced a net trading gain before brokerage commissions and related fees in the period from February 1, 2007 to September 30, 2007 of $7,578,708. Gains were primarily attributable to the Master’s trading of commodity futures in currencies, U.S. and non-U.S. interest rates, lumber, livestock, energy, grains, indices and were partially offset by losses in softs and metals.

Commodity futures markets are highly volatile. The potential for broad and rapid price fluctuations increases the risks involved in commodity trading, but also increases the possibility of profit. The profitability of the Partnership (and the Master) depends on the existence of major price trends and the ability of the Advisor to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisor is able to identify them, the Partnership (and the Master) expects to increase capital through operations.

Interest income on 80% of the Partnership’s daily average equity allocated to it by the Master was earned at a30-day U.S. Treasury bill rate determined weekly by CGM based on the average non-competitive yield on3-month U.S. Treasury bills maturing in 30 days. CGM may continue to maintain the Master’s assets in cashand/or place all of the Master’s assets in90-day Treasury bills and pay the Partnership 80% of the interest earned on the Treasury bills purchased. CGM will retain 20% of any interest earned on Treasury bills. Interest income allocated from the Master for the three and nine month ended September 30, 2008 decreased by $304,692 and $113,924, respectively as compared to the three months ended September 30, 2007 and the period from February 1, 2007 (commencement of trading operations) to September 30, 2007 The decrease in interest income is primarily due to lower U.S. Treasury bill rates during the three and nine months ended September 30, 2008 as compared to the three months ended September 30, 2007 and the period from February 1, 2007 (commencement of trading operations) to September 30, 2007.

19

Brokerage commissions are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Brokerage commissions and fees for the three and nine months ended September 30, 2008 increased by $404,536 and $2,231,548, respectively, as compared to the three months ended September 30, 2007 and the period from February 1, 2007 (commencement of trading operations) to September 30, 2007. The increase in brokerage commissions and fees is due to higher net assets during the three and nine months ended September 30, 2008 as compared to the three months ended September 30, 2007 and the period from February 1, 2007 (commencement of trading operations) to September 30, 2007.

Management fees are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance, additions and redemptions. Management fees for the three and nine months ended September 30, 2008 increased by $179,060 and $987,791, respectively, as compared to the three months ended September 30, 2007 and the period from February 1, 2007 (commencement of trading operations) to September 30, 2007. The increase in management fees is due to higher net assets during the three and nine months ended September 30, 2008 as compared to the three months ended September 30, 2007 and the period from February 1, 2007 (commencement of trading operations) to September 30, 2007.

Administrative fees are paid to the General Partner for administering the business and affairs of the Partnership. These fees are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance, additions and redemptions. Administrative fees for the three and nine months ended September 30, 2008 increased by $44,765 and $246,948, respectively, as compared to the three months ended September 30, 2007 and the period from February 1, 2007 (commencement of trading operations) to September 30, 2007. The increase in administrative fees is due to an increase in net assets during the three and nine months ended September 30, 2008 as compared to the three months ended September 30, 2007 and the period from February 1, 2007 (commencement of trading operations) to September 30, 2007.

Incentive fees paid by the Partnership are based on the new trading profits generated by the Advisor at the end of the quarter, as defined in the management agreements between the Partnership, the General Partner and the Advisor. Trading performance for the three months ended September 30, 2008 resulted in no incentive fees and for the nine months ended September 30, 2008 resulted in incentive fees of $3,341,970. Trading performance for the three months ended September 30, 2007 and the period from February 1, 2007 (commencement of trading operations) to September 30, 2007 resulted in incentive fees of $462,415 and $1,018,521, respectively.

17

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

All of the Partnership’s assets are subject to the risk of trading loss through its investment in the Master. The Master is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or substantially all of the Master’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 Master’s main line of business.

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

The Master 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 Master’s past performance is not necessarily indicative of its future results.

Value at Risk is a measure of the maximum amount which the Master could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Master’s speculative trading and the recurrence in the markets traded by the Master of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Master’s experience to date (i.e., “risk of ruin”). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Master’s losses in any market sector will be limited to Value at Risk or by the Master’s attempts to manage its market risk.

Exchange maintenance margin requirements have been used by the Master 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 anyone-day interval. 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.

18

The following table indicates the trading Value at Risk associated with the Master’s open positions by market category as of September 30, 2008, and the highest, lowest and average values during the three months ended September 30, 2008. All open position trading risk exposures of the Master have been included in calculating the figures set forth below. As of September 30, 2008, the Master’s total capital was $488,910,101. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership’s Registration Statement on Form 10-12G filed on April 30, 2008 as amended on May 21, 2008, August 14, 2008 and November 5, 2008.

September 30, 2008
(Unaudited)

						Three Months ended September 30, 2008
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capital			Value at Risk		Value at Risk		Value at Risk*
Currencies:
-Exchange Traded Contracts	$	2,536,881		0.52	%	$	3,807,089	$	2,255,442	$	2,858,142
Energy		1,450,250		0.30	%		6,420,400		1,450,250		4,019,433
Grains		676,380		0.14	%		2,752,000		676,380		1,586,681
Interest Rates U.S.		2,291,950		0.47	%		3,934,150		1,850,700		2,844,617
Interest Rates Non-U.S.		4,020,151		0.82	%		6,764,425		3,079,904		5,158,804
Livestock		178,000		0.04	%		178,000		32,205		111,747
Lumber		2,200		0.00	%**		5,400		2,200		2,567
Metals:
-Exchange Traded Contracts		241,750		0.05	%		1,869,500		114,250		643,417
-OTC Contracts		1,050,956		0.22	%		1,856,086		683,145		1,076,510
Softs		461,926		0.09	%		854,028		461,926		642,026
Indices		7,161,056		1.46	%		12,018,105		7,091,823		9,534,109
Total	$	20,071,500		4.11	%

*	Average of Month-end Values at Risk
**	Due to rounding

19

Item 4T.   Controls and Procedures

The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed under the Securities Exchange Act of 1934 (the “Exchange Act”) is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

Management is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.

The General Partner’s CEO and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined inRule 13a-15(e) and15d-15(e) under the Exchange Act) as of September 30, 2008 and, based on that evaluation, the CEO and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.

The Partnership’sinternal control over financial reportingis a process under the supervision of the General Partner’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles. These controls include policies and procedures that:

•     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 U.S. generally accepted accounting principles, 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.

There were no changes in the Partnership’s internal control over financial reporting during the fiscal quarter ended September 30, 2008 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

     The following information supplements and amends our discussion set forth under Part I, Item 3 “Legal Proceedings” in our Partnership’s Registration Statement onForm 10-12G filed on April 30, 2008 as amended on May 21, 2008, August 14, 2008 and November 5, 2008.

Research Analyst Litigation

     On September 30, 2008, the Court of Appeals for the Second Circuit vacated the District Court’s order granting class certification in the matter IN RE SALOMON ANALYST METROMEDIA. Thereafter, on October 1, 2008, the parties reached a settlement pursuant to which Citigroup will pay $35 million to members of the settlement class that purchased or otherwise acquired MFN securities during the class period. The settlement is subject to judicial approval. The proposed settlement amount is covered by existing litigation reserves.

Subprime-Mortgage-Related Litigation

     Citigroup Inc., Citigroup Global Markets Inc. and several current and former officers and directors, and numerous other financial institutions, have been named as defendants in a class action lawsuit filed on September 30, 2008, alleging violations of Sections 11, 12 and 15 of the Securities Act of 1933 arising out of offerings of Citigroup securities issued in 2006 and 2007. This action, LOUISIANA SHERIFFS’ PENSION AND RELIEF FUND v. CITIGROUP INC., et al., is currently pending in New York state court.

     Citigroup Global Markets Inc., along with numerous other firms, has been named as a defendant in several lawsuits by shareholders of Ambac Financial Group, Inc. for which CGMI underwrote securities offerings. These actions assert that CGMI violated Sections 11 and 12 of the Securities Act of 1933 arising out of allegedly false and misleading statements contained in the registration statements and prospectuses issued in connection with those offerings. Several of these actions have been consolidated under the caption IN RE AMBAC FINANCIAL GROUP, INC. SECURITIES LITIGATION, pending in the United States District Court for the Southern District of New York, and in which a consolidated amended class action complaint was filed on August 22, 2008.

     On September 12, 2008, defendants, including Citigroup Inc. and Citigroup Global Markets Inc., moved to dismiss the complaint in IN RE AMERICAN HOME MORTGAGE SECURITIES LITIGATION.

Auction Rate Securities-Related Litigation

     On September 19, 2008, MILLER v. CALAMOS GLOBAL DYNAMIC INCOME FUND, et al., which had been pending in the United States District Court for the Southern District of New York and in which Citigroup Global Markets Inc. had been named as a defendant, was voluntarily dismissed.

     On August 25, 2008, Lead Plaintiffs in IN RE CITIGROUP AUCTION RATE SECURITIES LITIGATION, pending in the United States District Court for the Southern District of New York, filed an amended consolidated class action complaint.

     Citigroup Inc. and Citigroup Global Markets Inc., along with numerous other financial institutions, have been named as defendants in several lawsuits alleging that defendants artificially restrained trade in the market for auction rate securities in violation of the Sherman Act. These actions are (1) MAYOR AND CITY COUNCIL OF BALTIMORE, MARYLAND v. CITIGROUP INC., et al., and (2) MAYFIELD v. CITIGROUP INC., et al., and both are pending in the United States District Court for the Southern District of New York.

     On August 7, 2008, Citigroup reached a settlement with the New York Attorney General, the Securities and Exchange Commission, and other state regulatory agencies, pursuant to which Citigroup agreed to offer to purchase at par ARS that are not auctioning from all Citigroup individual investors, small institutions (as defined by the terms of the settlement), and charities that purchased ARS from Citigroup prior to February 11, 2008. In addition, Citigroup agreed to pay a $50 million fine to the State of New York and a $50 million fine to the other state regulatory agencies.

     A consolidated amended class action complaint was filed in IN RE MAT FIVE SECURITIES LITIGATION on October 2, 2008.

     On July 21, 2008, the Court approved the voluntary dismissal without prejudice of FERGUSON FAMILY TRUST v. FALCON STRATEGIES TWO LLC, et al.

     Citigroup and its administration and investment committees filed a motion to dismiss the purported class action complaint in LEBER v. CITIGROUP, INC., et al., on August 29, 2008. The motion is currently pending.

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Item 1A.   Risk Factors

There are no material changes from the risk factors set forth under Part  I, Item 1A. “Risk Factors” in our Partnership’s Registration Statement onForm 10-12G filed on April 30, 2008 as amended on May 21, 2008, August 14, 2008 and November 5, 2008.

In June 2008, several bills were proposed in the U.S. Congress in response to record energy and agricultural prices. Some of the pending legislation, if enacted, could limit trading by speculators in futures markets. Other potentially adverse regulatory initiatives could develop suddenly and without notice. At this time management is unable to determine the potential impact on the Partnership.

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

For the three months ended September 30, 2008, there were additional sales of 12,626.9574 Redeemable Units totaling $14,037,000. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated thereunder.

Proceeds from the sale of additional Redeemable Units are used in the trading of commodity interests including futures contracts, options and forwards contracts.

The following chart sets forth the purchases of Redeemable Units by the Partnership.

These units were purchased by accredited investors as defined in Regulation D.

							(d) Maximum Number
							(or Approximate
					(c) Total Number		Dollar Value) of
	(a) Total				of Redeemable Units		Redeemable Units that
	Number of		(b) Average		Purchased as Part		May Yet Be
	Redeemable		Price Paid per		of Publicly Announced		Purchased Under the
Period	Units Purchased*		Redeemable Unit**		Plans or Programs		Plans or Programs
July 1, 2008 - July 31, 2008		1,704.4252	$	1,124.18		N/A		N/A
August 1, 2008 - August 31, 2008		4,264.6928	$	1,085.82		N/A		N/A
September 1, 2008 - September 30, 2008		2,089.8709	$	1,085.22		N/A		N/A
		8,058.9889	$	1,093.78

* Generally, Limited Partners are permitted to redeem their Redeemable Units as of the end of each month on 10 days’ notice to the General Partner. Under certain circumstances, the General Partner can compel redemption but to date the General Partner has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were made in the ordinary course of the Partnership’s business in connection with effecting redemptions for Limited Partners.

** Redemptions of Redeemable Units are effected as of the last day of each month at the Net Asset Value per Redeemable Unit as of that day.

Item 3.   Defaults Upon Senior Securities – None

Item 4.   Submission of Matters to a Vote of Security Holders – None

Item 5.   Other Information – None

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Item 6.   Exhibits

The exhibits required to be filed by Item 601 ofRegulation S-K are incorporated herein by reference to the exhibit index of the Registration Statement on Form 10-12G filed on April 30, 2008, as amended on May 21, 2008, August 14, 2008 and November 5, 2008.

Exhibit – 31.1 –Rule 13a-14(a)/15d-14(a) Certification

(Certification of President and Director)

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).

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SIGNATURES

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

CITIGROUP ABINGDON FUTURES FUND L.P.

By:   Citigroup Managed Futures LLC

(General Partner)

By:   /s/ Jerry Pascucci

Jerry Pascucci

President and Director

Date: November 14, 2008

By:   /s/ Jennifer Magro

Jennifer Magro

Chief Financial Officer and Director

Date: November 14, 2008

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