Bridgeton Tactical Advisors Fund 10-Q 2005 Q2 Quarterly report

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

FORM 10-Q

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2005

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

For the Transition Period From       TO       

Commission File No. 000-23529

THE WILLOWBRIDGE FUND L.P.

          Delaware                                                                                                       22-678474
(a Delaware Partnership)                                                                                      (I.R.S. Employer
                                                                                                                            Identification No.)

4 Benedek Road,
Princeton, New Jersey 08540
(609) 921-0717

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 nark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  YES                              NO    X  

THE WILLOWBRIDGE FUND L.P.
INDEX TO FORM 10-Q

 PART I - FINANCIAL INFORMATION

 Page

Item 1.   Condensed Financial Statements            

           Condensed Statements of Financial Condition......................................................................................3

           Condensed Statements of Income (Loss).............................................................................................4

           Condensed Statements of Changes in Partners' Capital........................................................................5

           Notes to Condensed Financial Statements............................................................................................6

 Item 2.   Management's Discussion and Analysis of Financial Condition

          and Results of Operations..................................................................................................................12

 Item 3.   Quantitative and Qualitative Disclosures About Market Risk...........................................................16

 Item 4.   Market Price of and Dividends on the Registrant's Common

          Equity and Related Stockholder Matters............................................................................................18

 Item 5.   Controls and Procedures...............................................................................................................18

  
PART II - OTHER INFORMATION

 Item 1.   Legal Proceedings.........................................................................................................................19

 Item 2.   Changes in Securities and Use of Proceeds....................................................................................19

 Item 3.   Defaults Upon Senior Securities.....................................................................................................19

 Item 4.   Submission of Matters to a Vote of Security Holders......................................................................19

 Item 5.   Other Information..........................................................................................................................19

 Item 6.   Exhibits and Reports on Form 8-K................................................................................................19

 2

PART I - FINANCIAL INFORMATION
Item 1.  Condensed Financial Statements

THE WILLOWBRIDGE FUND L.P.
CONDENSED STATEMENTS OF FINANCIAL CONDITION
As of June 30, 2005 (Unaudited) and December 31, 2004

_______________

                                                                                                                                                             June 30,                       December 31,
                                                                                                                                                                2005                                  2004

ASSETS
CASH IN BANK	$11,497,095	$ 4,621,928
EQUITY IN COMMODITY FUTURES TRADING ACCOUNT:
Due from broker	30,671,259	37,734,314
Net unrealized gain on open positions	3,301,736	2,111,368
	33,972,995	39,845,682
PREPAID EXPENSES	218,946	-
DUE FROM GENERAL PARTNER	158,884	99,808
INTEREST RECEIVABLE	19,212	14,174
TOTAL ASSETS	$45,867,132	$44,581,592
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Prepaid subscriptions	$ 3,224,847	$    171,239
Redemptions payable	100,702	301,925
Other accrued expenses	18,113	100,731
Accrued management fees	99,958	110,514
TOTAL LIABILITIES	3,443,620	684,409
PARTNERS' CAPITAL:
Limited partners - Class A (6,260.2828 and 5,618.8166             fully redeemable units at June 30, 2005 and             December 31, 2004, respectively)	40,097,822	42,671,937
Limited partners - Class B (1,849.1907 and 223.3079             fully redeemable units at June 30, 2005 and             December 31, 2004, respectively)	1,473,023	214,258
General partner - Class A (133.1228 and 133.1216             fully redeemable units at June 30, 2005 and             December 31, 2004, respectively)	852,667	1,010,988
TOTAL PARTNERS' CAPITAL	42,423,512	43,897,183
TOTAL LIABILITIES AND PARTNERS' CAPITAL	$45,867,132	$44,581,592
NET ASSET VALUE PER UNIT - Class A       (based on Partners' Capital of $40,950,489 and $43,682,925       and 6,393.4056 and 5,751.9382 units outstanding)	$    6,405.11	$    7,594.47
NET ASSET VALUE PER UNIT - Class B       Series 1 - (based on Partners' Capital of $1,364,272       and $111,637 and 1,728.9373 and 119.9385 units outstanding)	$       789.08	$       930.79
NET ASSET VALUE PER UNIT - Class B       Series 2 - (based on Partners' Capital of $0       and $49,268 and 0 and 53.8694 units outstanding)	$           0.00	$       914.59
NET ASSET VALUE PER UNIT - Class B       Series 3 - (based on Partners' Capital of $108,751       and $53,353 and 120.2534 and 49.5000 units outstanding)	$       904.35	$    1,077.83

See Notes to Condensed Financial Statements.

3
 

THE WILLOWBRIDGE FUND L.P.
CONDENSED STATEMENTS OF INCOME (LOSS)
For the Three Months and Six Months Ended June 30, 2005 and 2004
(Unaudited)

_______________

	Six Months Ended June 30,		Three Months Ended June 30,
	2005	2004	2005	2004
NET INVESTMENT INCOME (LOSS)
Income:
Interest income	$    476,081	$   161,447	$   246,998	$    84,859
Expenses:
Brokerage commissions	842,799	812,027	413,667	409,624
Incentive fees	-	834,528	-	-
Management fees	424,569	388,840	209,155	191,495
Administrative expenses	208,815	159,096	113,707	84,057
Total expenses	1,476,183	2,194,491	736,529	685,176
Net investment loss	(1,000,102)	(2,033,044)	(489,531)	(600,317)
TRADING PROFITS (LOSSES)
Profits (losses) on trading of commodity         futures:
Realized gains (losses) on closed                positions, net	(7,100,991)	2,247,348	(3,212,301)	(330,905)
Change in unrealized gains/losses on open                positions, net	1,190,368	(3,556,488)	(1,067,554)	(4,914,546)
Total trading profits (losses)	(5,910,623)	(1,309,140)	(4,279,855)	(5,245,451)
NET INCOME (LOSS)	$(6,910,725)	$(3,342,184)	$(4,769,386)	$(5,845,768)
NET INCOME (LOSS) PER UNIT
Class A	$  (1,013.97)	$     (599.66)	$    (814.76)	$ (1,093.20)
Class B - Series 1	$     (141.70)	$     (146.04)	$      (98.05)	$    (131.84)
Class B - Series 2	$     (158.68)	$           0.00	$    (109.14)	$          0.00
Class B - Series 3	$     (173.48)	$           0.00	$    (117.71)	$          0.00

  See Notes to Condensed Financial Statements.

4

THE WILLOWBRIDGE FUND L.P.
CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)

_______________

	CLASS A
	General Partner		Limited Partners		Total Partners'
	Units	Amount	Units	Amount	Capital
PARTNERS' CAPITAL JANUARY 1, 2005	133.1216	$1,010,988	5,618.8166	$42,671,937	$43,682,92 5
Subscriptions	7.8075	49,791	739.4130	4,583,015	4,632,806
Redemptions	(7.8063)	(50,000)	(97.9468)	(561,882)	(611,882)
Net income (loss)	-	(158,112)	-	(6,595,248)	(6,753,360)
PARTNERS' CAPITAL, JUNE 30, 2005	133.1228	$  852,667	6,260.2828	$40,097,822	$40,950,489

	CLASS B LIMITED PARTNERS
	Series 1		Series 2		Series 3
	Units	Amount	Units	Amount	Units	Amount
PARTNERS' CAPITAL, JANUARY 1, 2005	119.9385	$  111,637	53.8694	$   49,268	49.5000	$  53,353
Subscriptions	1,608.9988	1,392,500	-	-	70.7534	64,350
Redemptions	-	-	(53.8694)	(40,720)	-	-
Net income (loss)	-	(139,865)	-	(8,548)	-	(8,952)
PARTNERS' CAPITAL, JUNE 30, 2005	1,728.9373	$1,364,272	-	$            -	120.2534	$108,751

	CLASS A
	General Partner		Limited Partners		Total Partners'
	Units	Amount	Units	Amount	Capital
PARTNERS' CAPITAL, JANUARY 1, 2004	122.5730	$  932,897	4,811.5582	$36,620,539	$37,553,436
Subscriptions	5.9920	46,989	534.0108	4,195,172	4,242,161
Redemptions	-	-	(122.7399)	(941,819)	(941,819)
Net income (loss)	-	(78,479)	-	(3,255,127)	(3,333,606)
PARTNERS' CAPITAL, JUNE 30, 2004	128.5650	$  901,407	5,222.8291	$36,618,765	$37,520,172

	CLASS B LIMITED PARTNERS
	Series 1		Series 2
	Units	Amount	Units	Amount
PARTNERS' CAPITAL, JANUARY 1, 2004	-	$           -	-	$           -
Subscriptions	58.3978	54,450	53.8692	50,000
Redemptions	-	$           -	-	$           -
Net income (loss)	-	(4,515)	-	(4,063)
PARTNERS' CAPITAL, JUNE 30, 2004	58.3978	$ 49,935	53.8692	$ 45,937

See Notes to Condensed Financial Statements.

5

THE WILLOWBRIDGE FUND L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)

_______________

1.                 BASIS OF PRESENTATION
 

                    The interim condensed financial statements of The Willowbridge Fund L.P. (the "Partnership") included herein have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. These condensed financial statements are unaudited and should be read in conjunction with the audited financial statements and notes thereto included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2004.  The Partnership follows the same accounting policies in the preparation of interim reports as set forth in the annual report.  In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations and changes in partners' capital for the interim periods presented and are not necessarily indicative of a full year's results.

 2.                 PARTNERSHIP ORGANIZATION
 

                    The Willowbridge Fund L.P. (the "Partnership"), a Delaware limited partnership, was organized on January 24, 1986.  The Partnership is engaged in the speculative trading of commodity futures contracts, options on commodities or commodity futures contracts and forward contracts.  Ruvane Investment Corporation is the general partner of the Partnership (the "General Partner") and is registered as a Commodity Pool Operator and an Introducing Broker with the Commodity Futures Trading Commission.  The General Partner is required by the Limited Partnership Agreement, as amended and restated on April 15, 1998 (the "Agreement"), to contribute an amount equal to one percent of the aggregate capital raised by the Partnership.  The Agreement requires that all subscriptions are subject to a one percent administrative charge payable to the General Partner.
 

                    In accordance with the amendment to Section 5 of the Agreement, effective January 16, 2003, the Partnership offers separate classes of limited partnership interests, whereby interests which were already issued by the Partnership will be designated as Class A interests.  The Partnership also offers Class B limited partnership interests through a private offering pursuant to Regulation D as adopted under section 4(2) of the  Securities Act of 1933, as amended.  The Partnership will offer the Class B interests up to an aggregate of $100,000,000.  The Partnership began issuing Class B interests in 2004.  Commissions and redemption charges for the Class B interests will differ from those of the Class A interests, but in all other respects the Class A interests and the Class B interests will be identical.  The Class A interests and Class B interests will also be traded pursuant to the same trading program.
 

                    The Partnership shall end upon withdrawal, insolvency or dissolution of the General Partner or a decline of greater than fifty percent of the net assets of the Partnership as defined in the Agreement, or the occurrence of any event which shall make it unlawful for the existence of the Partnership to be continued.

 3.                 SIGNIFICANT ACCOUNTING POLICIES
 

                    A.        Due from Broker
 

                                Due from broker represents cash required to meet margin requirements and excess funds not required for margin which are typically invested in 30 day commercial paper and U.S. Treasury bills which are carried at cost plus accrued interest, which approximates market value.  The Partnership is subject to credit risk to the extent any broker with whom  the Partnership conducts business is unable to deliver cash balances or securities, or clear securities transactions on the Partnership's behalf.  The General Partner monitors the financial condition of the brokers with which the Partnership conducts business and believes that the likelihood of loss under the aforementioned circumstances is remote.

6
 

THE WILLOWBRIDGE FUND L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)

_______________

 3.                 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 

                    B.        Revenue Recognition
 

                                Investments in commodity futures contracts are recorded on the trade date and open contracts are recorded in the financial statements at their fair value on the last business day of the reporting period.  The difference between the original cost basis of the contract and fair value is recorded in income as an unrealized gain/(loss) on the Statements of Financial Condition.  Realized gains and losses on closed contracts are recorded on a first-in-first-out basis.  Interest income is recognized on an accrual basis. All commodity futures contracts and financial instruments are recorded at  fair value in the financial statements.  Fair value is based on quoted market prices.
 

                    C.        Commissions
 

                                The Class A partners pay to the General Partner a flat rate commission of 4.0 percent annually of the net asset value of the Class A partners' capital as of beginning of each month.  Class B limited partners pay to the General Partner a flat rate commission of up to 6.0 percent annually of the net asset value of the Class B partners' capital.  From these amounts, the General Partner will pay or reimburse the Partnership for actual trading commissions incurred by the Partnership and will pay up to 3.0 percent from this amount to properly registered selling agents as their ongoing compensation for servicing Class B limited partners.
 

                                Commissions charged to each class or series of class were as follows:

	Three Months Ended June 30,		Six Months Ended June 30,
	2005	2004	2005	2004
Class A	$402,266	$409,054	$823,410	$811,395
Class B - Series 1	9,905	325	16,560	387
Class B - Series 2	425	245	1,125	245
Class B - Series 3	1,071	-	1,704	-
Total	$413,667	$409,624	$842,799	$812,027

                                For the three and six months ended June 30, 2005 and 2004, the General Partner received net brokerage commission of $212,337 and $518,447 and $265,002 and $498,165, respectively from the Partnership. Net brokerage commission represents commissions charged to Class A and Class B partners less actual brokerage commissions paid to clearing brokers and amounts paid to selling agents for servicing Class B limited partners.  As of June 30, 2005 and December 31, 2004, $158,884 and $99,808, respectively, is due from the General Partner for reimbursement of brokerage commissions advanced by the Partnership.
 

                    D.        Statement of Cash Flows
 

                                The Partnership has elected not to provide a Statement of Cash Flows as permitted by Statement of Financial Accounting Standard No. 102, "Statement of Cash Flows - Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale."

 7

THE WILLOWBRIDGE FUND L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)

_______________

3.                 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                     E.         Allocation of Profits (Losses) 

                                Net realized and unrealized trading gains and losses, interest income and other operating income and expenses are allocated to the partners monthly in proportion to their capital account balance, as defined in the Agreement. 

                    F.         Incentive Fees 

                                Willowbridge Associates, Inc. ("Willowbridge"), the Commodity Trading Advisor ("CTA") of the Partnership, is entitled to a quarterly incentive fee based on an increase in the adjusted net asset value of the Partnership's assets allocated to trading.  The CTA receives 25% of any new profits, as defined in the Agreement.  The term "new profits" is defined as the increase, if any, in the adjusted net asset value of the assets allocated to trading. 

                    G.        General Partner Fees, Management Fees and Prepaid Expenses

                                The General Partner is paid an annual management fee equal to one percent of the net assets of the Partnership (as defined in the Agreement) as of the last day of the previous fiscal year.  Such annual fees amounted to $438,972 and $375,534 in 2005 and 2004, respectively. 

                                Prepaid expenses are comprised of the unamortized portion of the management fees paid to the General Partner.  The fiscal year 2005 management fee is paid by the Partnership to the General Partner in January 2005.  This amount is being amortized (straight-line) by the Partnership over the twelve-month period ending December 31, 2005.  As of June 30, 2005 and 2004, $219,486 and $187,767 had been amortized by the Partnership, respectively. 

                                In addition, the Partnership pays Willowbridge a quarterly management fee of 0.25% (1% per year) of the net asset value of the Partnership.  These fees amounted to $99,406 and $205,083 and $97,612 and $201,073, respectively, for the three and six months ended June 30, 2005 and 2004, respectively. 

                    H.        Administrative Expenses 

                                Administrative expenses include professional fees, bookkeeping costs and other charges such as registration fees, printing costs and bank fees. 

                    I.          Income Taxes 

                                Income taxes have not been provided in the accompanying financial statements as each partner is individually liable for income taxes, if any, on his or her share of the Partnership's profits. 

                    J.         Subscriptions 

                                Partnership units may be purchased on the first day of each month at the net asset value per unit determined on the last business day of the previous month.  Partners' contributions received in advance for subscriptions are recorded as prepaid subscriptions in the Statements of Financial Condition. The General Partner charges a one percent initial administrative fee on all limited partner unit subscriptions.  The General Partner may waive this charge for limited partners who are its affiliates or for other limited partners in its sole discretion. Subscription proceeds to the Partnership are recorded net of these charges.  For the three and six months ended June 30, 2005 and 2004, the General Partner received initial administrative fees of $32,958 and $44,652 and $15,488 and $42,703, respectively.

8
 

THE WILLOWBRIDGE FUND L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)

_______________  

3.                 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

                    K.        Redemptions 

                                Limited partners may redeem some or all of their units at net asset value per unit as of the last business day of each month on at least ten days written notice to the General Partner.  Class B interests are subject to an early redemption charge of up to 4 percent if such interests are redeemed within 12 months of their purchase. 

                    L.         Estimates 

                                The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income (loss) and expenses during the reporting period. Estimates include accrual of expenses such as professional fees.  Actual results could differ from these estimates. 

                    M.        Recently Issued Accounting Pronouncements 

                                In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"), which addresses consolidation by business enterprises that control another entity through interests other than voting interest (referred to as variable interest entity or "VIE").  On December 24, 2003, FASB Interpretation No. 46 (Revised December 2003), "Consolidation of Variable Interest Entities" ("FIN 46(R)"), was issued to clarify the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, as amended by FASB Statement No. 94, "Consolidation of All Majority-Owned Subsidiaries".  Neither FIN 46 nor FIN 46(R) exempt non-registered investment companies from their scope.  Nonetheless, the effective date of FIN 46(R) has been indefinitely deferred for investment companies (including non-registered investment companies) that are accounting for their investments in accordance with the AICPA Audit and Accounting Guide, Audits of Investment Companies.  A final determination regarding whether the provisions of FIN 46(R) should be applied by non-registered investment companies will be made by the FASB following the issuance of a final Statement of Position by the AICPA on the clarification of the scope of the AICPA Audit and Accounting Guide, Audits of Investment Companies.  The Partnership has determined that if FIN 46(R) becomes applicable for non-registered investment companies, that it is not reasonably possible that it will be required to consolidate or disclose information about a variable interest entity upon the effective date of FIN 46(R). 

                                In June 2005, the FASB issued Statement of Financial Accounting Standards No. 154, "Accounting Changes and Error Correction" ("FAS 154").  FAS 154 replaces APB Opinion No. 20, "Accounting Changes" and FAS No. 3, "Reporting Accounting Changes in Interim Financial Statement."  FAS 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle.  FAS 154 is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005.  The implementation of FAS 154 is not expected to have a material impact on the Partnership's financial statements.

9
 

THE WILLOWBRIDGE FUND L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)

_______________ 

3.                 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

                    O.        Indemnifications 

                                The Partnership has entered into agreements, which provide for the indemnifications against losses, costs, claims and liabilities arising from the performance of their individual obligations under such agreements, except for gross negligence or bad faith.  The Partnership has had no prior claims or payments pursuant to these agreements.  The Partnership's individual maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred. However, based on previous experience, the Partnership expects the risk of loss to be remote. 

4.                 FINANCIAL HIGHLIGHTS 

                    The following sets forth the financial highlights for the periods presented. 

	Six Months Ended June 30, 2005 (Unaudited)
	Class A	Class B Series 1	Class B Series 2	Class B Series 3
Per Unit Operating Performance (for a Unit outstanding for the entire period)
Net Asset Value, Beginning of the period	$ 7,594.47	$  930.79	$ 914.59	$ 1,077.83
Loss from operations      Net investment loss	(162.68)	(15.15)	(28.58)	(27.18)
Net trading (losses)	(1,026.68)	(126.56)	(130.10)	(146.30)
Net (loss)	(1,189.36)	(147.71)	(158.68)	(173.48)
Net Asset Value, End of the period	$ 6,405.11	$ 789.08	$ 755.91	$    904.35
Total Return (1)	(15.66)%	(15.22)%	(17.35)%	(16.10)%
Total Return (excluding incentive fees) (2)	(15.66)%	(15.22)%	(17.35)%	(16.10)%
Supplemental Data
Ratio of expenses to average net assets (3)	7.14 %	7.01 %	10.53 %	8.49 %
Ratio of expenses (excluding incentive      fees) to average net assets (3)	7.14 %	7.01 %	10.53 %	8.49 %
Ratio of net investment loss      to average net assets (3)	(4.85)%	(4.33)%	(8.01)%	(6.05)%

                    ⁽¹⁾   Total return is derived as opening net asset value less ending net asset value divided by opening net asset value, and excludes the effect of sales commissions and initial administrative charges on subscriptions.

                    ⁽²⁾   Total return (excluding incentive fees) is derived as net income per unit and adding back incentive fees per unit divided by opening net asset value per unit.

                    ⁽³⁾     Annualized.

                    ⁽⁴⁾     Prior to liquidating redemption which was effective April 30, 2005.

 10

THE WILLOWBRIDGE FUND L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)

_______________

 4.                 FINANCIAL HIGHLIGHTS (CONTINUED)

	Year Ended December 31, 2004
	Class A	Class B(1) Series 1	Class B(5) Series 2	Class B(6) Series 3
Per Unit Operating Performance (for a Unit outstanding for the entire period)
Net Asset Value, Beginning of the period	$7,610.95	$1,000.00	$  928.17	$1,000.00
Gain (loss) from operations      Net investment loss	(574.70)	(31.67)	(38.03)	(32.57)
Net trading profits (losses)	558.22	(37.54)	24.45	110.40
Net (loss) income	(16.48)	(69.21)	(13.58)	77.83
Net Asset Value, End of the period	$7,594.47	$  930.79	$  914.59	$1,077.83
Total Return (2)	(0.22)%	(6.92)%	(1.46)%	7.78 %
Total Return (excluding incentive fees) (4)	1.69 %	(7.02)%	(1.46)%	7.78 %
Supplemental Data
Ratio of expenses to average net assets (3)	9.61 %	5.59 %	8.85 %	7.75 %
Ratio of expenses (excluding incentive      fees) to average net assets (3)	7.36 %	5.40 %	8.85 %	7.75 %
Ratio of net investment loss      to average net assets (3)	(6.14)%	(4.07)%	(7.47)%	(6.33)%

                    ⁽¹⁾     For the Period March 1, 2004 (original issuance of units) to December 31, 2004.

                    ⁽²⁾   Total return is derived as opening net asset value less ending net asset value divided by opening net asset value, and  excludes the effect of sales commissions and initial administrative charges on subscriptions.

                    ⁽³⁾     Annualized for Class B.

                    ⁽⁴⁾    Total return (excluding incentive fees) is derived as net income per unit and adding back incentive fees per unit divided by opening net asset value per unit.

                    ⁽⁵⁾     For the Period June 1, 2004 (original issuance of units) to December 31, 2004.

                    ⁽⁶⁾     For the Period July 1, 2004 (original issuance of units) to December 31, 2004.

 11

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

General

The Willowbridge Fund L.P. (the "Partnership") is engaged in the speculative trading of commodity futures contracts, options on commodities or commodity futures contracts and forward contracts ("Commodity Interests"). The objective of the Partnership is the appreciation of its assets through speculative trading. Ruvane investment Corporation is the General Partner of the Partnership (the "General Partner") and Willowbridge Associates, Inc. is the Partnership's trading advisor (the "Advisor"). 

      The success of the Partnership is dependent upon the ability of the Advisor to generate trading profits through the speculative trading of Commodity Interests sufficient to produce capital payments after payment of all fees and expenses. Future results will depend in large part upon the Commodity Interests markets in general, the performance of its advisor, the amount of additions and redemptions and changes in interest rates. Due to the highly leveraged nature of the Partnership's trading activity, small price movements in Commodity Interests may result in substantial gains or losses to the Partnership. Because of the nature of these factors and their interaction, past performance is not indicative of future results. As a result, any recent increases in net realized or unrealized gains may have no bearing on any results that may be obtained in the future. 

  The Partnership incurs substantial charges from the payment of brokerage commissions to the General Partner, payment of management and incentive fees to the Advisor, payment of management fees to the General Partner and administrative expenses. The Partnership is required to make substantial trading profits to avoid depleting and exhausting its assets from the payment of such fees and expenses. 

     The markets in which the Commodity Interests trade are constantly changing in character and in degree of volatility. Although the Advisor has been the sole advisor trading on behalf of the Partnership since April 1991, the General Partner continues to evaluate and analyze from both quantitative and qualitative perspectives the ability of the Advisor to trade effectively on the Partnership's behalf in the context of the current market environment. The General Partner seeks to limit market and credit risks by monitoring daily income and margin levels. The General Partner also relies upon the risk management strategies inherent in the Advisor's trading programs. In the future, the General Partner may utilize additional strategies or appoint additional advisors to trade on behalf of the Partnership. 

   Class A Interests paid to the General Partner a flat-rate monthly brokerage commission of approximately 0.29% of the net asset value of the Class A Interests as of the beginning of each month (a 3.5% annual rate) for the period, January 1, 2001 to July 31, 2002. Beginning August 1, 2002, the Class A Interests pay to the General Partner a flat-rate monthly brokerage commission of approximately 0.33% of the net asset value of the Class A Interests as of the beginning of each month (a 4.0% annual rate).

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Class B Interests pay to the General Partner commission of up to 6.0 percent annually of the net asset value of the Class B partners' capital. The General Partner will pay up to 3.0 percent from this amount to properly registered selling agents as their compensation, and to the extent the amount is less than 3% the brokerage fee with respect to such Class B limited partnership interests will be reduced accordingly. The General Partner pays from this amount all commission charges and fees with respect to the Partner's trading in Commodity Interests. The flat-rate monthly commission is common among programs such as the Partnership. 

Summary of Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the Partnership's financial statements. The critical accounting estimates and related judgments underlying the Partnership's financial statements are summarized below. In applying these policies, management makes judgments that frequently require estimates about matters that are inherently uncertain. The Partnership's significant accounting policies are described in detail in Note 3 of the Notes to the Condensed Financial Statements. 

Investments in commodity futures, options and forward contracts are recorded on the trade date and open contracts are recorded in the financial statements at their fair value on the last business day of the reporting period.  The difference between the original cost basis of the contract and fair value is recorded in income as an unrealized gain/(loss) on the Condensed Statements of Financial Condition.  Realized gains and losses on closed contracts are recorded on a first-in-first-out basis.  Interest income is recognized on an accrual basis.  All commodity futures, options and forward contracts and financial instruments are recorded at  fair value in the financial statements.  Fair value is based on quoted market prices. 

The Partnership records all investments at fair value in its financial statements, with changes in fair value reported as a component of Trading Profits (Losses) in the Statements of Income (Loss). Generally, fair values are based on quoted market prices; however, in certain circumstances, significant judgments and estimates are involved in determining fair value in the absence of an active market closing price. 

Results of Operations

Comparison of the Three Months Ended June 30, 2005 and 2004 

For the quarter ended June 30, 2005, the Partnership had total income comprised of net trading profits representing $(3,212,301) in realized gains/(losses) on closed positions, and $(1,067,554) in change in net unrealized gains/(losses) on open positions, and $246,998 in interest income. For the same quarter in 2004 the Partnership had total income comprised of net trading profits representing $(330,905) in realized gains/(losses) on closed positions and, $(4,914,546) in change in net unrealized gains/(losses) on open positions, and $84,859 in interest income. 

In April 2005, trading was unprofitable in heating oil, unleaded gasoline, crude oil, natural gasoline and coffee.  Gains in European fixed income markets failed to offset such losses. The Partnership recorded a trading loss of $8,016,425. In May 2005, trading was profitable in the Euro currency, global fixed income markets and soybeans.  Losses occurred in the Japanese Yen. The Partnership recorded trading profits of $2,758,552. In June 2005, trading was profitable in the Euro currency and Swiss Franc.  Losses occurred in the Australian Dollar and Japanese Yen.  The Partnership recorded trading profits of $ 488,487.

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In April 2004, trading was unprofitable in tropicals, financials, foreign currencies and metals. Gains in energy failed to offset such losses. The Partnership recorded a trading loss of $4,344,701. In May 2004,trading was most profitable in energy. The Partnership recorded trading profits of $2,161,882. In June 2004, trading was unprofitable in tropicals, energy, financials and foreign currencies. The Partnership recorded a trading loss of $3,062,632. 

For the quarter ended June 30, 2005, the Partnership had expenses comprised of $413,667 in brokerage commissions (including clearing and exchange fees), $209,155 in management fees, $113,707 in administrative expenses, and $0 in incentive fees. For the same quarter in 2004, the Partnership had expenses comprised of $409,624 in brokerage commissions (including clearing and exchange fees), $191,495 in management fees, $84,057 in administrative expenses and $0 in incentive fees. Incentive fees are a fraction of quarterly trading profits. Incentive fees are generated by quarterly profits. Brokerage commissions and management fees vary primarily as a result of change in assets under management, which are affected by net income, and capital additions and redemptions. Management fees increased as a result of increase in average net assets under management during the quarter ended March 2005 as compared to quarter ended March 2004. Administrative expenses consists primary of professional fees and other expenses relating to the Partnership's reporting requirements under Securities Exchange Act of 1934, as amended. 

As a result of the above, the Partnership recorded a net loss of $4,769,386 for the three months ended June 30, 2005, compared to a net loss of $5,845,768 for the same period in 2004. 

At June 30, 2005, the net asset value of the Partnership was $42,423,511, compared to its net asset value of $43,897,183 at December 31, 2004. 

During the quarter, the Partnership had no credit exposure to counterparty that is foreign commodities exchange or to any counterparty dealing in over the counter contracts which is material.                         

Comparison of Six Months Ended June 30, 2005 and 2004 

For the six months ended June 30, 2005, the Partnership had total income comprised of net trading profits representing $(7,100,991) in realized gains/(losses) on closed positions, and $1,190,368 in change in net unrealized gains on open positions, and $476,081 in interest income. For the same period in 2004 the Partnership had total income comprised of net trading profits representing $ 2,247,348 in realized gains on closed positions, $(3,556,448) in change in net unrealized gains/(losses) on open positions, and $161,447 in interest income. 

In January 2005, trading was unprofitable in foreign currencies. The Partnership recorded a loss of $2,288,787. In February 2005, trading was unprofitable in energy and long term interest rates. The Partnership recorded a loss of $2,918,378. In March 2005, trading was most profitable in energy. The Partnership recorded a gain of $5,079,665.  In April 2005, trading was unprofitable in heating oil, unleaded gasoline, crude oil, natural gasoline and coffee.  Gains in European fixed income markets failed to offset such losses. The Partnership recorded a trading loss of $8,016,425. In May 2005, trading was profitable in the Euro currency, global fixed income markets and soybeans.  Losses occurred in the Japanese Yen. The Partnership recorded trading profits of $2,758,552. In June 2005, trading was profitable in the Euro currency and Swiss Franc.  Losses occurred in the Australian Dollar and Japanese Yen.  The Partnership recorded trading profits of $ 488,487.

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In January 2004, trading was most profitable in energy. The Partnership recorded a trading profit of $744,660. In February 2004, trading was most profitable in tropicals, energy and financials. The Partnership recorded a trading profit of $3,817,574. In March 2004, trading was unprofitable in foreign currencies and energy. Gains in tropicals failed to offset such losses. The Partnership recorded a trading loss of $655,923. In April 2004, trading was unprofitable in tropicals, financials, foreign currencies and metals. Gains in energy failed to offset such losses. The Partnership recorded a trading loss of $4,344,701. In May 2004, trading was most profitable in energy. The Partnership recorded trading profits of $2,161,882. In June 2004, trading was unprofitable in tropicals, energy, financials and foreign currencies. The Partnership recorded a trading loss of $3,062,632. 

For the six months ended June 30, 2004, the Partnership had expenses comprised of $0 in incentive fees, $842,799 in brokerage commissions (including clearing and exchange fees), $424,569 in management fees, and $208,815 in administrative expenses.  For the same period in 2004, the Partnership had expenses comprised of $834,528 in incentive fees, $812,027 in brokerage commissions (including clearing and exchange fees), $388,840 in management fees, and $159,096 in administrative expenses. Incentive fees are generated by quarterly profits. Brokerage commissions and management fees vary primarily as a result of change in assets under management, which are affected by net income, and capital additions and redemptions. Management fees increased as a result of increase in average net assets under management during the six months ended June 30, 2004 as compared to six months ended June 30,2003.  Administrative expenses consists primary of professional fees and other expenses relating to the Partnership's reporting requirements under Securities Exchange Act of 1934, as amended.  

As a result of the above, the Partnership recorded a net loss of $6,910,725 for the six months ended June 30, 2005, as compared to a net loss of $3,342,184 for the same period in 2004. 

Liquidity and Capital Resources

In general, the Advisor trades only those Commodity Interests that have sufficient liquidity to enable it to enter and close out positions without causing major price movements. Notwithstanding the foregoing, most United States commodity exchanges limit the amount by which certain commodities may move during a single day by regulations referred to as "daily price fluctuation limits" or "daily limits." Pursuant to such regulations, no trades may be executed on any given day at prices beyond daily limits the price of a futures contract occasionally has exceeded the daily limit for several consecutive days, with little or no trading, thereby effectively preventing a party From liquidating its position. While the occurrence of such an event may reduce or eliminate the liquidity of a particular market, it will not eliminate losses and may, in fact, substantially increase losses because of the inability to liquidate unfavorable positions. In addition, if there is little or no trading in a particular futures or forward contract that the Partnership is trading, whether such liquidity is caused by any the above reasons or otherwise, the Partnership may be unable to liquidate its position prior to its expiration date, thereby requiring the Partnership to make or take delivery of the underlying interests of the Commodity Interests.

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The Partnership's capital resources are dependent upon three factors: (a) the income or losses generated by the Advisor; (b) the money invested or redeemed by the limited partners; and (c) the capital invested or redeemed by the General Partner. 

 The Partnership sells limited partnership units to investors from time to time in private placements pursuant to Regulation D of the Securities Act of 1933, as amended. As of the last day of any month, a limited partner may redeem all of its limited partnership units on 10 days' prior written notice to the General Partner. 

The General Partner must maintain a capital account in such amount as is necessary for the General Partner to maintain a one percent (1%) interest in the capital, income and losses of the Partnership. All capital contributions by the General Partner necessary to maintain such capital account balance are evidenced by units of general partnership interest, each of which has an initial value equal to the net asset value per unit at the time of such contribution. The General Partner may withdraw any excess above its required capital contribution without notice to the limited partners and may also contribute any greater amount to the Partnership. 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

The Partnership is a commodity pool engaged in the speculative trading of commodity futures contracts (including agricultural and non-agricultural commodities, currencies and financial instruments), options on commodities or commodity futures contracts, and forward contracts. The risk of market sensitive instruments is integral to the Partnership's primary business activities. The futures interests traded by the Partnership involve varying degrees of related market risk. Such market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates, and/or market values of financial instruments and commodities. Fluctuations in related market risk based upon the aforementioned factors result in frequent changes in the fair value of the Partnership's open positions, and, consequently, in its earnings and cash flow. The Partnership accounts for open positions on a timely basis of market-to-market accounting principles. As such, any gain or loss in the fair value of the Partnership's open positions is directly reflected in the Partnership's earnings, whether realized or unrealized. The Partnership's total market risk is influenced by a wide variety of factors including the diversification effects among the Partnership's existing open positions, the volatility present within the markets and tie liquidity of the markets. At varying times, each of these factors may act to exacerbate or mute the market risk associated with the Partnership. The following were the primary trading risk exposures of the Partnership as of June 30, 2005, by market sector: 

Interest Rate

Interest rate risk is a significant market exposure of the Partnership. Interest rate movements in one country as well as relative interest rate movements between countries materially impact the Partnership's profitability. The Partnership's primary interest rate exposure is to interest rate fluctuations in the United States and the other- G-7 countries. The General Partner anticipates that G-7 interest rates will remain the primary market exposure of the Partnership for the foreseeable future.

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Currency

The Partnership's currency exposure is to exchange rate fluctuations, primarily in the following countries: Germany, England, Japan, France, Switzerland, Australia, Canada and the United States of America. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. The General Partner does not anticipate that the risk profile of the Partnership's currency sector will change significantly in the future.

Commodity

The Partnership's primary metals market exposure is to fluctuations in the price of gold, silver and copper. The Partnership also has commodity exposures in the price of soft commodities, which are often directly affected by severe or unexpected weather conditions. The General Partner anticipates that the Advisor will maintain an emphasis in the commodities described above. Additionally, the Partnership had exposure to energies (gas, oil) as of June 30, 2005, and it is anticipated that positions in this sector will continue to be evaluated on an ongoing basis.

The Partnership measures its market risk, related to its holdings of Commodity Interests based on changes in interest rates, foreign currency rates, and commodity prices utilizing a sensitivity analysis. The sensitivity analysis estimates the potential change in fair values, cash flows and earnings based on a hypothetical 10% change (increase and decrease) in interest, currency and commodity prices. The Partnership used June 30, 2005 market rates and prices on its instruments to perform the sensitivity analysis.  The sensitivity analysis has been prepared separately for each of the Partnership's market risk exposures (interest rate, currency rate, and commodity price) instruments. The estimates are based on the market risk sensitive portfolios described in the preceding paragraph above. The potential loss in earnings is based on an immediate change in:

The prices of the Partnership's interest rate positions resulting from a 10% change in interest rates.

The U.S. dollar equivalent balances of the Partnership's currency exposures due to a 10% shift in currency exchange rates.

The market value of the Partnership's Commodity Interests due to a 10% change in the price of the Commodity Instruments. The Partnership has determined that the impact of a 10% change in market rates and prices on its fair values, cash flows and earnings would not be material. The Partnership has elected to disclose the potential loss to earnings of its commodity price, interest rate and currency exchange rate sensitivity positions as of June 30, 2005.

The potential loss in earnings for each market risk exposure as of June 30, 2005 was approximately:

Trading portfolio: 

Commodity price risk               $   734,556

Interest rate risk                       $ 1,247,586

Currency exchange rate risk     $    965,000

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Item 4. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters

There currently is no established public trading market for the Limited Partnership Units. As of June 30, 2005, 8,242.5963 Partnership Units were held by 547 Limited Partners and the General Partner. 

All of the Limited Partnership Units are "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and may not be sold unless registered under the Securities Act or sold in accordance with an exemption therefrom, such as Rule 144. The Partnership has no plans to register any of the Limited Partnership Units for resale. In addition, the Partnership Agreement contains certain restrictions on the transfer of Limited Partnership Units. 

Pursuant to the Partnership Agreement, the General Partner has the sole discretion to determine whether distributions (other than on redemption of Limited Partnership Units), if any, will be made to partners. The Partnership has never paid any distributions and does not anticipate paying any distributions to partners in the foreseeable future. 

From January 1, 2005 through June 30, 2005, a total of 2,404.74 Partnership Units were subscribed for the aggregate net subscription amount of $6,089,656.  Details of the net subscriptions and redemptions of these Partnership Units are as follows:

Date of Subscriptions	Net Amount of Subscriptions
January 2005	$    244,953
February 2005	$ 1,687,281
March 2005	$    482,343
April 2005	$    164,642
May 2005	$ 2,048,919
June 2005	$ 1,461,518

 Investors in the Partnership who subscribed through a selling agent may have been charged a sales commission at a rate negotiated between such selling agent and the investor, such sales commission in no event exceeded 4% of the subscription amount. All of the sales of Partnership Units were exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

Item 5.  Controls and Procedures

 The President of the General Partner evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures, which are designed to insure that the Partnership's records, processes, summarizes and reports in a timely and effective manner the information required to be disclosed in the reports filed with or submitted to the Securities and Exchange Commission. Based upon this evaluation, the General Partner concluded that, as of June 30, 2005 the Partnership's disclosure controls are effective. There were no significant changes in the Partnership's internal controls or in other factors that could significantly affect those controls during the second quarter of 2005.

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PART II. OTHER INFORMATION 

Item 1. Legal Proceedings.

The General Partner is not aware of any pending legal proceedings to which the Partnership or the General Partner is a party or to which any of their assets are subject 

Item 2. Changes in Securities and Use of Proceeds.

None.                                

Item 3. Defaults Upon Senior Securities.

None. 

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

None. 

Item 5. Other Information.

None. 

Item 6. Exhibits and Reports on Form 8-K.

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

32.1    Section 1350 Certification

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 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. 

THE WILLOWBRIDGE FUND L.P. 

Date: August 12, 2005                                      By:  Ruvane Investment Corporation
                                                                        Its General Partner 

                                                                        By:    /s/ Robert L. Lerner                            
                                                                                 Robert L. Lerner
                                                                                 President

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