Nestor Partners 10-Q 2011 Q1 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:  March 31, 2011

Or

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 000-50725

NESTOR PARTNERS

(Exact name of registrant as specified in its charter)

NEW JERSEY	22-2149317
State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

c/o MILLBURN RIDGEFIELD CORPORATION

411 West Putnam Avenue

Greenwich, Connecticut  06830

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code:  (203) 625-7554

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨          No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

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

Yes ¨        No x

PART 1. FINANANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Nestor Partners

Financial statements

For the three months ended March 31, 2011 and 2010 (unaudited)

Statements of Financial Condition (a)	1
Condensed Schedules of Investments (a)	2
Statements of Operations (b)	6
Statements of Changes in Partners' Capital (b)	7
Statements of Financial Highlights (b)	8
Notes to Financial Statements	9

(a) At March 31, 2011 and December 31, 2010

(b) For the three months ended March 31, 2011 and 2010 (unaudited)

Nestor Partners

Statements of Financial Condition (UNAUDITED)

	March 31		December 31
	2011		2010
ASSETS
EQUITY IN TRADING ACCOUNTS:
Investments in U.S. Treasury notes–at fair value (amortized cost $35,367,076 and $26,680,345)	$	35,389,817	$	26,694,380
Net unrealized appreciation on open futures and forward currency contracts		2,495,485		6,859,559
Due from brokers		3,556,370		2,628,941
Cash denominated in foreign currencies (cost $1,162,138 and $1,575,531)		1,179,307		1,606,537
Total equity in trading accounts		42,620,979		37,789,417
INVESTMENTS IN U.S. TREASURY NOTES–at fair value (amortized cost $109,110,467 and $120,315,587)		109,139,694		120,375,145
CASH AND CASH EQUIVALENTS		9,300,905		7,727,993
ACCRUED INTEREST RECEIVABLE		254,843		258,752
TOTAL	$	161,316,421	$	166,151,307
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Capital contributions received in advance	$	100,000	$	265,000
Net unrealized depreciation on open futures and forward currency contracts		253,437		-
Accrued brokerage fees		260,526		276,126
Cash denominated in foreign currencies (cost $-118,365 and $-85,672)		123,404		85,939
Accrued expenses		354,461		252,576
Capital withdrawals payable		2,352,709		2,749,778
Total liabilities		3,444,537		3,629,419
PARTNERS' CAPITAL		157,871,884		162,521,888
TOTAL	$	161,316,421	$	166,151,307

See notes to financial statements

1

Nestor Partners

Condensed Schedule of Investments

March 31, 2011 (UNAUDITED)

Futures and Forward Currency Contracts	Net Unrealized Appreciation/ (Depreciation) as a % of Partners' Capital			Net Unrealized Appreciation/ (Depreciation)
FUTURES CONTRACTS
Long futures contracts:
Energies		0.66	%	$	1,032,010
Grains		0.25			395,732
Interest rates
2 Year U.S. Treasury Note (113 contracts, expiration date 06/30/2011)		(0.05	)		(80,656	)
5 Year U.S. Treasury Note (28 contracts, expiration date 06/30/2011)		(0.02	)		(23,906	)
10 Year U.S. Treasury Note (23 contracts, expiration date 06/30/2011)		(0.00	)		(516	)
Other		(0.07	)		(116,976	)
Total interest rates		(0.14	)		(222,054	)
Livestock		0.09			143,640
Metals		0.11			175,012
Softs		(0.05	)		(79,481	)
Stock indices		0.93			1,471,860
Total long futures contracts		1.85			2,916,719
Short futures contracts:
Energies		(0.26	)		(412,790	)
Grains		(0.09	)		(134,325	)
Interest rates		0.09			142,544
Metals		(0.12	)		(197,947	)
Softs		0.00			3,293
Stock indices		(0.05	)		(79,887	)
Total short futures contracts		(0.43	)		(679,112	)
TOTAL INVESTMENTS IN FUTURES CONTRACTS-Net		1.42			2,237,607
FORWARD CURRENCY CONTRACTS
Total long forward currency contracts		1.74			2,750,648
Total short forward currency contracts		(1.74	)		(2,746,207	)
TOTAL INVESTMENTS IN FORWARD CURRENCY CONTRACTS-Net		0.00			4,441
TOTAL		1.42	%	$	2,242,048

(Continued)

2

Nestor Partners

Condensed Schedule of Investments

March 31, 2011 (UNAUDITED)

U.S. Treasury Notes

Face Amount		Description	Fair Value as a % of Partners' Capital			Fair Value
$	36,010,000	U.S. Treasury notes, 0.875%, 05/31/2011		22.84	%	$	36,055,013
	36,010,000	U.S. Treasury notes, 1.000%, 08/31/2011		22.89			36,133,784
	36,010,000	U.S. Treasury notes, 0.750%, 11/30/2011		22.89			36,139,411
	36,010,000	U.S. Treasury notes, 0.875%, 02/29/2012		22.93			36,201,303
		Total investments in U.S. Treasury notes (amortized cost $144,477,543)		91.55	%	$	144,529,511

See notes to financial statements (Concluded)

3

Nestor Partners

Condensed Schedule of Investments

December 31, 2010 UNAUDITED

Futures and Forward Currency Contracts	Net Unrealized Appreciation/ (Depreciation) as a % of Partners' Capital			Net Unrealized Appreciation/ (Depreciation)
FUTURES CONTRACTS
Long futures contracts:
Energies		0.33	%	$	535,871
Grains		0.73			1,185,251
Interest rates
2 Year U.S. Treasury Note (313 contracts, expiration date 03/31/2011)		(0.03	)		(59,531	)
Other		0.20			328,950
Total interest rates		0.17			269,419
Livestock		0.06			102,440
Metals		1.18			1,917,417
Softs		0.32			528,094
Stock indices		0.57			921,935
Total long futures contracts		3.36			5,460,427
Short futures contracts:
Energies		(0.15	)		(242,600	)
Grains		(0.08	)		(127,613	)
Interest rates		(0.01	)		(16,482	)
Livestock		(0.03	)		(53,150	)
Metals		(0.13	)		(208,450	)
Softs		(0.03	)		(48,384	)
Stock indices		0.06			90,872
Total short futures contracts		(0.37	)		(605,807	)
TOTAL INVESTMENTS IN FUTURES CONTRACTS-Net		2.99			4,854,620
FORWARD CURRENCY CONTRACTS
Total long forward currency contracts		1.61			2,617,508
Total short forward currency contracts		(0.38	)		(612,569	)
TOTAL INVESTMENTS IN FORWARD CURRENCY CONTRACTS-Net		1.23			2,004,939
TOTAL		4.22	%	$	6,859,559

(Continued)

4

Nestor Partners

Condensed Schedule of Investments

December 31, 2010 UNAUDITED

U.S. Treasury Notes

Face Amount		Description	Fair Value as a % of Partners' Capital			Fair Value
$	36,640,000	U.S. Treasury notes, 0.875%, 03/31/2011		22.58	%	$	36,702,975
	36,640,000	U.S. Treasury notes, 0.875%, 05/31/2011		22.61			36,748,775
	36,640,000	U.S. Treasury notes, 1.000%, 08/31/2011		22.66			36,828,925
	36,640,000	U.S. Treasury notes, 0.750%, 11/30/2011		22.64			36,788,850
		Total investments in U.S. Treasury notes (amortized cost $146,995,932)		90.49	%	$	147,069,525

See notes to financial statements (Concluded)

5

Nestor Partners

Statements of Operations (UNAUDITED)

	For the three months ended
	March 31			March 31
	2011			2010
INVESTMENT INCOME:
Interest income	$	125,713		$	152,730
EXPENSES:
Brokerage fees		836,616			819,227
Administrative expenses		101,885			92,934
Custody fees and other expenses		7,728			6,768
Total expenses		946,229			918,929
NET INVESTMENT LOSS		(820,516	)		(766,199	)
NET REALIZED AND UNREALIZED GAINS (LOSSES):
Net realized gains on closed positions:
Futures and forward currency contracts		3,420,889			2,278,225
Foreign exchange translation		3,969			69,383
Net change in unrealized:
Futures and forward currency contracts		(4,617,511	)		7,054,065
Foreign exchange translation		(18,609	)		(24,654	)
Net gains (losses) from U.S. Treasury notes:
Realized		5,099			-
Net change in unrealized		(21,625	)		(10,524	)
Total net realized and unrealized gains (losses)		(1,227,788	)		9,366,495
NET INCOME (LOSS)		(2,048,304	)		8,600,296
LESS PROFIT SHARE TO GENERAL PARTNER		1,980			10,264
NET INCOME (LOSS) AFTER PROFIT SHARE TO GENERAL PARTNER	$	(2,050,284	)	$	8,590,032

See notes to financial statements (Concluded)

6

Nestor Partners

Statements of Changes in Partners' Capital (UNAUDITED)

For the three months ended March 31, 2011:

	Limited Partners			Special Limited Partners			New Profit Memo Account			General Partner			Total
PARTNERS' CAPITAL-
January 1, 2011	$	87,381,201		$	71,314,986		$	-		$	3,825,701		$	162,521,888
Contributions		465,000			-			-			-			465,000
Withdrawals		(1,037,191	)		(2,029,509	)		-			-			(3,066,700	)
Net loss		(1,387,554	)		(629,327	)		(52	)		(31,371	)		(2,048,304	)
General Partner's allocation:
New Profit-Accrued		(1,980	)		-			1,980			-			-
PARTNERS' CAPITAL-
March 31, 2011	$	85,419,476		$	68,656,150		$	1,928		$	3,794,330		$	157,871,884

For the three months ended March 31, 2010:

	Limited Partners			Special Limited Partners			New Profit Memo Account		General Partner		Total
PARTNERS' CAPITAL-
January 1, 2010	$	81,832,304		$	61,688,413		$	-	$	3,732,571	$	147,253,288
Contributions		655,000			496,284			-		-		1,151,284
Withdrawals		(691,318	)		(20,000	)		-		-		(711,318	)
Net income		4,481,453			3,883,362			-		235,481		8,600,296
General Partner's allocation:
New Profit-Accrued		(10,264	)		-			10,264		-		-
PARTNERS' CAPITAL-
March 31, 2010	$	86,267,175		$	66,048,059		$	10,264	$	3,968,052	$	156,293,550

See notes to financial statements

7

Nestor Partners

Statements of Financial Highlights (UNAUDITED)

For the three months ended March 31, 2011 and 2010	Limited Partners						Special Limited Partners
	2011			2010				2011		2010
Ratios to average capital:
Net investment loss (a)		(3.40	)%		(3.41	)%		(0.47	)%	(0.39	)%
Total expenses (a)		3.70	%		3.82	%		0.77	%	0.80	%
Profit share allocation (b)		0.00	%		0.01	%		0.00	%	0.00	%
Total expenses and profit share allocation		3.70	%		3.83	%		0.77	%	0.80	%
Total return before profit share allocation (b)		(1.60	)%		5.44	%		(0.88	)%	6.24	%
Profit share allocation (b)		(0.01	)%		(0.01	)%		0.00	%	0.00	%
Total return after profit share allocation		(1.61	)%		5.43	%		(0.88	)%	6.24	%

(a) annualized

(b) not annualized

See notes to financial statements (Concluded)

8

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited financial statements, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of Nestor Partners’ (the “Partnership”) financial condition at March 31, 2011 and December 31, 2010 and the results of its operations for the three months ended March 31, 2011 and 2010. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. It is suggested that these financial statements be read in conjunction with the audited financial statements and notes included in the Partnership's annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2010. The December 31, 2010 information has been derived from the audited financial statements as of December 31, 2010.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (the “U.S.”) requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements.  Actual results could differ from these estimates.

The Partnership enters into contracts that contain a variety of indemnification provisions.  The Partnership’s maximum exposure under these arrangements is unknown.  The Partnership does not anticipate recognizing any loss related to these arrangements.

The Income Taxes topic of the FASB Accounting Standards Codification (the “Codification”) clarifies the accounting for uncertainty in tax positions. This requires that the Partnership recognize in its financial statements the impact of a tax position and if that position is more likely than not of not being sustained on audit based on the technical merits of the position. Based on a review of the Partnership’s open tax years, 2007 to 2010, for the U.S. Federal jurisdiction, the New York and New Jersey state jurisdictions and the New York City jurisdiction, it did not have an impact on the Partnership.  The Partnership is treated as a limited partnership for federal and state income tax reporting purposes and therefore the limited partners of the Partnership (the "Limited Partners") are responsible for the payment of taxes.

There have been no material changes with respect to the Partnership's critical accounting policies, off-balance sheet arrangements or disclosure of contractual obligations as reported in the Partnership's Annual Report on Form 10-K for fiscal year 2010.

2. FAIR VALUE

The Fair Value Measurements and Disclosures topic of the Codification defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly;

Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

In determining fair value, the Partnership separates its investments into two categories: cash instruments and derivative contracts.

Cash Instruments.  The Partnership’s cash instruments are generally classified within Level 1 of the fair value hierarchy because they are typically valued using quoted market prices. The types of instruments valued based on quoted market prices in active markets include U.S. government obligations and a short-term U.S. government money market fund. The Millburn Ridgefield Corporation (the "General Partner") does not adjust the quoted price for such instruments even in situations where the Partnership holds a large position and a sale could reasonably impact the quoted price.

Derivative Contracts.  Derivative contracts can be exchange-traded or over-the-counter (“OTC”). Exchange-traded futures contracts are valued based on quoted closing settlement prices and typically fall within Level 1 of the fair value hierarchy.

OTC derivatives, or forward currency contracts, are valued based on pricing models that consider the current market prices plus the time value of money (“forward points”) and contractual prices of the underlying financial instruments. The forward points from the quotation service providers are generally in periods of one month, two months, three months and six months forward while the contractual forward delivery dates for the foreign forward currency contracts traded by the Partnership may be in between these periods. The General Partner’s policy is to calculate the forward points for each contract being valued by determining the number of days from the date the forward currency contract is being valued to its maturity date and then using straight-line interpolation to calculate the valuation of forward points for the applicable forward currency contract. Model inputs can generally be verified and model selection does not involve significant management judgment. Such instruments are typically classified within Level 2 of the fair value hierarchy.

9

During the three months ended March 31, 2011 and 2010, there were no transfers of assets or liabilities between Level 1 and Level 2. The following tables set forth by level and major category within the fair value hierarchy. At March 31, 2011 and December 31, 2010, the Partnership held no assets or liabilities in Level 3.

Financial assets and liabilities at fair value as of March 31, 2011

	Level 1			Level 2		Total
U.S. Treasury notes (1)	$	144,529,511		$	-	$	144,529,511
Cash and cash equivalents
Cash		160,000			-		160,000
Short-term money market fund		9,140,905			-		9,140,905
Total cash and cash equivalents		9,300,905			-		9,300,905
Exchange-traded futures contracts
Energies		619,220			-		619,220
Grains		261,407			-		261,407
Interest rates		(79,510	)		-		(79,510	)
Livestock		143,640			-		143,640
Metals		(22,935	)		-		(22,935	)
Softs		(76,188	)		-		(76,188	)
Stock indices		1,391,973			-		1,391,973
Total exchange-traded futures contracts		2,237,607			-		2,237,607
Over-the-counter forward currency contracts		-			4,441		4,441
Total futures and forward currency contracts (2)		2,237,607			4,441		2,242,048
Total financial assets and liabilities at fair value	$	156,068,023		$	4,441	$	156,072,464
Per line item in Statments of Financial  Condition
(1)
Investments in U.S. Treasury notes held in brokers’ trading accounts as collateral						$	35,389,817
Investments in U.S. Treasury notes held in custody							109,139,694
Total investments in U.S. Treasury notes						$	144,529,511
(2)
Net unrealized appreciation on futures and forward currency contracts						$	2,495,485
Net unrealized depreciation on futures and forward currency contracts							(253,437	)
Net unrealized appreciation and depreciation on futures and forward currency contracts						$	2,242,048

10

Financial assets and liabilities at fair value as of December 31, 2010
	Level 1		Level 2		Total
U.S. Treasury notes	$	147,069,525	$	-	$	147,069,525
Cash and cash equivalents
Cash		160,000		-		160,000
Short-term money market fund		7,567,993		-		7,567,993
Total cash and cash equivalents		7,727,993		-		7,727,993
Exchange-traded futures contracts
Energies		293,271		-		293,271
Grains		1,057,638		-		1,057,638
Interest rates		252,937		-		252,937
Livestock		49,290		-		49,290
Metals		1,708,967		-		1,708,967
Softs		479,710		-		479,710
Stock indices		1,012,807		-		1,012,807
Total exchange-traded futures contracts		4,854,620		-		4,854,620
Over-the-counter forward currency contracts		-		2,004,939		2,004,939
Total futures and forward currency contracts		4,854,620		2,004,939		6,859,559
Total financial assets and liabilities at fair value	$	159,652,138	$	2,004,939	$	161,657,077
Per line item in Statments of Financial  Condition
(1)
Investments in U.S. Treasury notes held in brokers’ trading accounts as collateral					$	26,694,380
Investments in U.S. Treasury notes held in custody						120,375,145
Total investments in U.S. Treasury notes					$	147,069,525
(2)
Net unrealized appreciation on futures and forward currency contracts					$	6,859,559
Net unrealized depreciation on futures and forward currency contracts						-
Net unrealized appreciation and depreciation on futures and forward currency contracts					$	6,859,559

3. DERIVATIVE INSTRUMENTS

The Derivatives and Hedging topic of the Codification requires qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements.

The Partnership’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 Partnership’s open positions and the liquidity of the markets in which it trades.

The Partnership engages in the speculative trading of futures and forward contracts on interest rates, grains, softs, currencies, metals, energies, livestock and stock indices. The following were the primary trading risk exposures of the Partnership at March 31, 2011, by market sector:

Agricultural (grains, livestock and softs) – The Partnership’s primary exposure is to agricultural price movements, which are often directly affected by severe or unexpected weather conditions as well as supply and demand factors.

Currencies – Exchange rate risk is a principal market exposure of the Partnership.  The Partnership’s currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs.  The fluctuations are influenced by interest rate changes as well as political and general economic conditions.  The Partnership trades in a large number of currencies, including cross-rates—e.g., positions between two currencies other than the U.S. dollar.

11

Energies –  The Partnership’s primary energy market exposure is to gas and oil price movements, often resulting from political developments in the Middle East and economic conditions worldwide.  Energy prices are volatile and substantial profits and losses have been and are expected to continue to be experienced in this market.

Interest rates – Interest rate movements directly affect the price of the sovereign bond futures positions held by the Partnership and indirectly the value of its stock index and currency positions.  Interest rate movements in one country as well as relative interest rate movements between countries may materially impact the Partnership’s profitability.  The Partnership’s primary interest rate exposure is to interest rate fluctuations in countries or regions including Australia, Canada, Japan, Switzerland, the United Kingdom, the U.S. and the Eurozone.  However, the Partnership also may take positions in futures contracts on the government debt of other nations.  The General Partner anticipates that interest rates in the industrialized countries, both long-term and short-term, will remain the interest rate market exposure of the Partnership for the foreseeable future.

Metals – The Partnership’s metals market exposure is to fluctuations in the price of aluminum, copper, gold, lead, nickel, platinum, silver, tin and zinc.

Stock Indices – The Partnership’s equity exposure, through stock index futures, is to equity price risk in the major industrialized countries as well as other countries.

The Derivatives and Hedging topic of the Codification requires entities to recognize in the Statements of Financial Condition all derivative contracts as assets or liabilities. Fair values of futures and forward currency contracts in an asset position by counterparty, respectively are recorded in the Statements of Financial Condition as “Net unrealized appreciation on open futures and forward currency contracts.” Fair value of futures and forward currency contracts in a liability position by counterparty, respectively are recorded in the Statements of Financial Condition as “Net unrealized depreciation on open futures and forward currency contracts.” The Partnership’s policy regarding fair value measurement is discussed in the Fair Value and Disclosures note, contained herein.

Since the derivatives held or sold by the Partnership are for speculative trading purposes, the derivative instruments are not designated as hedging instruments under the provisions of the Derivatives and Hedging guidance. Accordingly, all realized gains and losses, as well as any change in net unrealized gains or losses on open positions from the preceding period, are recognized as part of the Partnership’s trading gains and losses in the Statements of Operations.

The following tables present the fair value of open futures and forward currency contracts, held long or sold short, at March 31, 2011 and December 31, 2010. Fair value is presented on a gross basis even though the contracts are subject to master netting agreements and qualify for net presentation in the Statements of Financial Condition.

12

Fair value of futures and forward currency contracts at March 31, 2011

											Net Unrealized
	Fair Value - Long Positions					Fair Value - Short Positions					Gain (Loss) on
Sector	Gains		Losses			Gains		Losses			Open Positions
Futures contracts:
Energies	$	1,045,573	$	(13,563	)	$	-	$	(412,790	)	$	619,220
Grains		466,895		(71,163	)		85,300		(219,625	)		261,407
Interest rates		95,595		(317,649	)		143,513		(969	)		(79,510	)
Livestock		143,640		-			-		-			143,640
Metals		735,906		(560,894	)		37,629		(235,576	)		(22,935	)
Softs		217,895		(297,376	)		3,293		-			(76,188	)
Stock indices		1,486,265		(14,405	)		14,350		(94,237	)		1,391,973
Total futures contracts:		4,191,769		(1,275,050	)		284,085		(963,197	)		2,237,607
Forward currency contracts		3,997,541		(1,246,893	)		865,957		(3,612,164	)		4,441
Total futures and forward currency contracts	$	8,189,310	$	(2,521,943	)	$	1,150,042	$	(4,575,361	)	$	2,242,048

Fair value of futures and forward currency contracts at December 31, 2010

											Net Unrealized
	Fair Value - Long Positions					Fair Value - Short Positions					Gain on
Sector	Gains		Losses			Gains		Losses			Open Positions
Futures contracts:
Energies	$	648,021	$	(112,150	)	$	-	$	(242,600	)	$	293,271
Grains		1,185,251		-			-		(127,613	)		1,057,638
Interest rates		350,149		(80,730	)		16,584		(33,066	)		252,937
Livestock		102,440		-			-		(53,150	)		49,290
Metals		1,917,417		-			-		(208,450	)		1,708,967
Softs		529,281		(1,187	)		3,046		(51,430	)		479,710
Stock indices		1,116,187		(194,252	)		91,892		(1,020	)		1,012,807
Total futures contracts:		5,848,746		(388,319	)		111,522		(717,329	)		4,854,620
Forward currency contracts		3,159,489		(541,981	)		896,617		(1,509,186	)		2,004,939
Total futures and forward currency contracts	$	9,008,235	$	(930,300	)	$	1,008,139	$	(2,226,515	)	$	6,859,559

The effect of trading futures and forward currency contracts is represented on the Statements of Operations for the three months ended March 31, 2011 and 2010 as “Net realized gains (losses) on closed positions, futures and forward currency contracts” and “Net change in unrealized futures and forward currency contracts.” These trading gains and losses are detailed below.

13

Trading gains (losses) of futures and forward currency contracts for the three months ended March 31, 2011 and 2010

Sector	2011			2010
Futures contracts:
Energies	$	4,440,622		$	1,010,440
Grains		(592,835	)		548,388
Interest rates		(1,972,173	)		5,222,908
Livestock		170,460			(141,320	)
Metals		587,002			164,013
Softs		364,748			(425,845	)
Stock indices		(3,586,964	)		(48,748	)
Total futures contracts:		(589,140	)		6,329,836
Forward currency contracts		(607,482	)		3,002,454
Total futures and forward currency contracts	$	(1,196,622	)	$	9,332,290

The  following table presents average notional value by sector of open futures and forward currency contracts for the three months ending March 31, 2011 and 2010 in U.S. dollars. The Partnership’s average net asset value for the three months ending March 31, 2011 and 2010 was approximately $162,000,000 and $152,000,000, respectively.

Average notional value by sector of futures and forward currency contracts for the three months ended March 31, 2011 and 2010

	2011				2010
Sector	Long positions		Short positions		Long positions		Short positions
Futures contracts:
Energies	$	35,329,433	$	9,487,525	$	38,798,196	$	26,033,988
Grains		17,406,593		5,035,475		3,109,480		7,642,787
Interest rates		100,930,564		19,101,200		238,220,927		14,949,849
Livestock		2,674,265		287,100		4,476,700		3,917,770
Metals		27,691,317		2,369,125		22,113,055		5,895,218
Softs		5,904,787		666,672		5,505,612		1,051,473
Stock indices		86,609,310		3,383,265		103,121,685		3,270,618
Total futures contracts:		276,546,269		40,330,362		415,345,655		62,761,703
Forward currency contracts		191,454,789		34,293,582		135,550,326		42,724,160
Total futures and forward currency contracts	$	468,001,058	$	74,623,944	$	550,895,981	$	105,485,863

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Notional values in the interest rate sector were calculated by converting the notional value in local currency of open interest rate futures positions with maturities less than 10 years to 10-year equivalent fixed income instruments, translated to U.S. dollars at March 31, 2011 and 2010. The 10-year note is often used as a benchmark for many types of fixed-income instruments and the General Partner believes it is a more meaningful representation of notional values of the Partnership’s open interest rate positions.

Concentration of Credit Risk

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 is normally reduced to the extent that an exchange or clearing organization acts as a counterparty to futures transactions since typically the collective credit of the members of the exchange is pledged to support the financial integrity of the exchange.

The General Partner seeks to minimize credit risk primarily by depositing and maintaining the Partnership’s assets at financial institutions and trading counterparties which the General Partner believes to be creditworthy. In addition, for OTC forward currency contracts, the Partnership enters into master netting agreements with its counterparties. Collateral posted at the various counterparties for trading of futures and forward currency contracts includes cash and U.S. Treasury notes.

The Partnership’s forward currency trading activities are cleared by Deutsche Bank AG (“DB”) and Morgan Stanley & Co. Inc. (“MS”). The Partnership’s concentration of credit risk associated with DB and MS nonperformance includes unrealized gains inherent in such contracts, which are recognized in the Statements of Financial Condition plus the value of margin or collateral held by DB and MS.  The amount of such credit risk was $24,792,282 and $16,420,836 at March 31, 2011 and December 31, 2010, respectively.

4. PROFIT SHARE

The following table indicates the total profit share earned and accrued during the three months ended March 31, 2011 and 2010. Profit share earned (from Limited Partners’ redemptions) is credited to the New Profit memo account as defined in the Partnership’s Agreement of Limited Partnership.

	Three months ended:
	March 31, 2011		March 31, 2010
Profit share earned	$	1,980	$	-
Profit share accrued		-		10,264
Total profit share	$	1,980	$	10,264

5. RELATED PARTY TRANSACTIONS

The Partnership pays administrative expenses for legal, audit and accounting services, up to 0.25 of 1% per annum of the Partnership's average month-end net assets. A portion of such expenses are paid to an affiliate of the General Partner, The Millburn Corporation (“TMC”), for providing accounting services to the Partnership. The Partnership incurred administrative expenses of $101,885 and $92,934 during the three months ended March 31, 2011 and 2010 respectively, of which $66,272 and $49,233, respectively, relates to legal and accounting services provided to the Partnership by TMC.  The General Partner pays all administrative expenses in excess of 0.25 of 1% per annum of the Partnership's average month-end net assets.

Interests sold through Selling Agents engaged by the General Partner are generally subject to a 2.5% redemption charge for redemptions made prior to the end of the twelfth month following their sale. All redemption charges will be paid to the General Partner. There were no charges due to the General Partner at March 31, 2011.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reference is made to Item 1, "Financial Statements." The information contained therein is essential to, and should be read in connection with, the following analysis.

OPERATIONAL OVERVIEW

Due to the nature of the Partnership's business, its results of operations depend on the General Partner's ability to recognize and capitalize on trends and other profit opportunities in different sectors of the global capital and commodity markets. The General Partner's trading methods are confidential so that substantially the only information that can be furnished regarding the Partnership's results of operations is contained in the performance record of its trading. Unlike operating businesses, general economic or seasonal conditions do not directly affect the profit potential of the Partnership and its past performance is not necessarily indicative of future results. The General Partner believes, however, that there are certain market conditions, for example, markets with strong price trends, in which the Partnership has a better likelihood of being profitable than in others.

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LIQUIDITY AND CAPITAL RESOURCES

Interests (“Interests”) may be offered for sale as of the beginning, and may be redeemed as of the end, of each month.

The amount of capital raised for the Partnership should not have a significant impact on its operations, as the Partnership has no significant capital expenditure or working capital requirements other than for monies to pay trading losses, brokerage commissions and charges.  Within broad ranges of capitalization, the General Partner’s trading positions should increase or decrease in approximate proportion to the size of the Partnership.

The Partnership raises additional capital only through the sale of Interests and capital is increased through trading profits (if any).  The Partnership does not engage in borrowing.

The Partnership trades futures contracts on interest rate instruments, agricultural commodities, currencies, metals, energy and stock indices, and forward contracts on currencies, and may trade options on the foregoing and swaps thereon.  Risk arises from changes in the value of these contracts (market risk) and the potential inability of counterparties or brokers to perform under the terms of their contracts (credit risk).  Market risk is generally to be measured by the face amount of the futures positions acquired and the volatility of the markets traded.  The credit risk from counterparty non-performance associated with these instruments is the net unrealized gain, if any, on these positions plus the value of the margin or collateral held by the counterparty.  The risks associated with exchange-traded contracts are generally perceived to be less than those associated with over-the-counter transactions, because exchanges typically (but not universally) provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange is pledged to support the financial integrity of the exchange.  In over-the-counter transactions, on the other hand, traders must rely (typically but not universally) solely on the credit of their respective individual counterparties.  Margins which may be subject to loss in the event of a default, are generally required in exchange trading, and counterparties may require margin or collateral in the over-the-counter markets.

The General Partner has procedures in place to control market risk, although there can be no assurance that they will, in fact, succeed in doing so.  These procedures primarily focus on (1) real time monitoring of open positions; (2) diversifying positions among various markets; (3) limiting the assets committed as margin, generally within a range of 5% to 35% of an account’s net assets at exchange minimum margins (including imputed margins on forward and swap positions), although the amount committed to margin at any time may be higher; (4) prohibiting pyramiding (that is, using unrealized profits in a particular market as margin for additional positions in the same market); and (5) changing the equity utilized for trading by an account solely on a controlled periodic basis rather than as an automatic consequence of an increase in equity resulting from trading profits.  The Partnership controls credit risk by dealing exclusively with large, well capitalized financial institutions as brokers and counterparties.

The financial instruments traded by the Partnership contain varying degrees of off-balance sheet risk whereby changes in the market values of the futures and forward contracts or the Partnership’s satisfaction of the obligations may exceed the amount recognized in the statement of financial condition of the Partnership.

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Due to the nature of the Partnership’s business, substantially all its assets are represented by cash, cash equivalents and U.S. government obligations, while the Partnership maintains its market exposure through open futures and forward currency contract positions.

The Partnership’s futures contracts are settled by offset and are cleared by the exchange clearinghouse function.  Open futures positions are marked to market each trading day and the Partnership’s trading accounts are debited or credited accordingly.  Options on futures contracts are settled either by offset or by exercise.  If an option on a future is exercised, the Partnership is assigned a position in the underlying future which is then settled by offset.  The Partnership’s spot and forward currency transactions conducted in the interbank market are settled by netting offsetting positions or payment obligations and by cash payments.

The value of the Partnership’s cash and financial instruments is not materially affected by inflation.  Changes in interest rates, which are often associated with inflation, could cause the value of certain of the Partnership’s debt securities to decline, but only to a limited extent.  More important, changes in interest rates could cause periods of strong up or down market price trends, during which the Partnership’s profit potential generally increases.  However, inflation can also give rise to markets which have numerous short price trends followed by rapid reversals, markets in which the Partnership is likely to suffer losses.

The Partnership’s assets are generally held as cash or cash equivalents, including U.S. government securities or securities issued by federal agencies (or, to a limited extent, foreign government securities in connection with trading on non-United States exchanges), other CFTC-authorized investments or held in bank or certain other money market instruments (e.g., bankers acceptances and Eurodollar or other time deposits), which are used to margin the Partnership’s futures and forward currency positions and withdrawn, as necessary, to pay redemptions and expenses.  Other than potential market-imposed limitations on liquidity, due, for example, to limited open interest in certain futures markets or to daily price fluctuation limits, which are inherent in the Partnership’s futures and forward trading, the Partnership’s assets are highly liquid and are expected to remain so. 

During its operations for the three months ending March 31, 2011, the Partnership experienced no meaningful periods of illiquidity in any of the numerous markets traded by the General Partner.

CRITICAL ACCOUNTING ESTIMATES

The Partnership records its transactions in futures and forward currency contracts, including related income and expenses, on a trade date basis.  Open futures contracts traded on an exchange are valued at fair value, which is based on the closing settlement price on the exchange where the futures contract is traded by the Partnership on the day with respect to which net assets are being determined.  Open forward currency contracts are recorded at fair value, based on pricing models  that consider the current market prices (“Spot Prices”) plus the time value of money (“Forward Points”) and contractual prices of the underlying financial instruments.  The Spot Prices and Forward Points for open forward currency contracts are generally based on the 3:00 P.M. New York time prices provided by widely used quotation service providers on the day with respect to which net assets are being determined.  The Forward Points from the quotation service providers are generally in periods of one month, two months, three months and six months forward while the contractual forward delivery dates for the foreign currency contracts traded by the Partnership may be in between these periods.

The General Partner’s policy is to calculate the Forward Points for each contract being valued by determining the number of days from the date the forward currency contract is being valued to its maturity date and then using straight-line interpolation to calculate the valuation of Forward Points for the applicable forward currency contract.  The General Partner will also compare the calculated price to the forward currency prices provided by dealers to determine whether the calculated price is fair and reasonable.

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RESULTS OF OPERATIONS

Due to the nature of the Partnership’s trading, the results of operations for the interim period presented should not be considered indicative of the results that may be expected for the entire year.

Period ended March 31, 2011

	Total
	Partners'
Month Ending:	Capital
March 31, 2011	$	157,871,884
December 31, 2010		162,521,888

	Three Months
Change in Partners' Capital	$	(4,650,004	)
Percent Change		(2.86	)%

THREE MONTHS ENDED MARCH 31, 2011

The decrease in the Partnership’s net assets of $4,650,004 was attributable to a net loss (before profit share) of $2,048,304 and withdrawals of $3,066,700, which was partially offset by contributions of $465,000.

Brokerage fees are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Brokerage fees for the three months ended March 31, 2011 increased $17,389 relative to the corresponding period in 2010. The increase was due primarily to an increase in the average net assets of the Partnership during the three months ended March 31, 2011 relative to the corresponding period in 2010.

The Partnership pays administrative expenses for legal, audit and accounting services, up to 0.25 of 1% per annum of the Partnership’s average month-end net assets.  Administrative expenses for the three months ended March 31, 2011 increased $8,951 relative to the corresponding period in 2010. The increase was due mainly to an increase in the Partnership’s average net assets during the three months ended March 31, 2011, relative to the corresponding period in 2010.

Interest income is derived from cash and U.S. Treasury instruments held at the Partnership’s brokers and custodian.  Interest income for the three months ended March 31, 2011 decreased $27,017 relative to the corresponding period in 2010. This decrease was due to a decrease in short-term Treasury yields during the three months ended March 31, 2011 relative to the corresponding period in 2010.

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During the three months ended March 31, 2011, the Partnership experienced net realized and unrealized losses of $1,227,788 from its trading operations (including foreign exchange translations and U.S. Treasury notes). Brokerage fees of $836,616, administrative expenses of $101,885, custody fees and other expenses of $7,728 and an accrued profit share allocation to the General Partner of $1,980 were incurred. Interest income of $125,713 partially offset the Partnership's expenses resulting in a net loss after profit share to the General Partner of $2,050,284. An analysis of the trading gain (loss) by sector is as follows:

Sector	% Gain (Loss)
Currencies		(0.38	)%
Energies		2.74	%
Grains		(0.37	)%
Interest rates		(1.23	)%
Livestock		0.09	%
Metals		0.36	%
Softs		0.22	%
Stock indices		(2.19	)%
Trading loss		(0.76	)%

MANAGEMENT DISCUSSION – 2011

Three months ended March 31, 2011

Trading during the quarter was volatile largely as a result of the Japan disaster.  There was a loss for the period as profits from energy, U.S. dollar currency, metal and soft commodity trading were outweighed by losses from equity, interest rate and currency cross rate trading.

Through the first two and one-third months of the quarter, generous liquidity creation by developed country central banks, especially the Federal Reserve, led to a weakening dollar, and rising equity and commodity prices.  Meanwhile, inflation concerns, monetary policy tightening in emerging economies, and persistent worry about government debt problems encouraged interest rates on government securities to rise.

Given the diverse monetary policy stances of the U.S. and emerging economies, capital flowed toward high yield and emerging market exporting countries.  Hence, short U.S. dollar positions were profitable as the dollar fell versus the currencies of Australia, Brazil, Canada, Korea, Mexico, Russia and Scandinavia.

Persistent ease in U.S. monetary policy also led to increasing optimism regarding global economic growth.  This environment was favorable to global equities and long positions in index futures in the U.S., Canada, Europe and South Africa were profitable.  Asian equities did less well as policy tightening progressed.

The weak dollar and strong growth outlook supported commodity prices and agricultural commodity, metal and energy trading were all profitable.  The agricultural markets were also boosted by supply concerns caused by a variety of weather conditions – too much or too little rain, too hot or not hot enough.  Long positions in corn, wheat, cotton, coffee and rubber were profitable.

Energy prices were up on the roiling violence in the Middle East and North Africa, a better economic growth outlook and supply drawdowns.  Long positions in crude, heating oil, London gasoil, and gasoline (RBOB) were profitable.

Contrary to some expectations, the Federal Reserve’s second foray into quantitative easing failed to keep interest rates low.  With market participants worried about massive government borrowing requirements and future inflation, there was a substantial uptick in rates and moderate losses were sustained on long interest rate futures positions.

In mid-March, the Japanese earthquake/tsunami/nuclear disaster had a sizable negative impact on these profitable results as market participants altered their prior views, producing significant price reversals.

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A flight to safety triggered a strong move into the U.S. dollar which had been falling because of concern regarding fiscal and monetary problems in America, as well as into the Swiss franc and yen which had been weak due to low interest rates.  This flight also led to rising prices for “suddenly safe” government securities which had previously been under pressure due to debt problems and recent signs of tighter monetary policies, particularly in Asia.  Given the threat to worldwide growth due the crippling of the Japanese economy, global equity markets, which had weakened noticeably on March 9 in the wake of a Bank of Korea rate hike and further signs of a persistent inflation problem in China, fell sharply as the scale of the disaster expanded.  Finally, with Japan’s industrial sector somewhat crippled and global growth now more uncertain, the demands for and prices of metals, energy, and other commodities, which have been experiencing a secular boom,  fell, negatively impacting performance.

The increase in volatility led our risk management systems to reduce positions in order to keep risk in line with intended exposures.  Also, price changes produced new signals from directional models that led to position adjustments.  Equity exposures were reduced about 50% from earlier levels, although the portfolio remained partially long Asian, U.S., and European indices.  In Japan, equity positions were reduced close to flat, as were positions in Japanese government bonds, while the portfolio stayed slightly short the dollar against the yen.  Metal and energy positions stayed long though 10-20% under earlier levels.  The portfolio also went somewhat long interest rate futures, particularly Canadian, U.S., and British instruments.

Over the final days of the month, earlier trends resurfaced and much of the Japan related loss was recaptured, but with positions lowered, especially in equities, the quarter finished slightly negative.

Period ended March 31, 2010

	Total
	Partners'
	Capital
Month Ending:
March 31, 2010	$	156,293,550
December 31, 2009		147,253,288

	Three months
Change in Partners' Capital	$	9,040,262
Percent Change		6.14	%

THREE MONTHS ENDED MARCH 31, 2010

The increase in the Partnership’s net assets of $9,040,262 was attributable to a net gain (before profit share) of $8,600,296 and contributions of $1,151,284, which was partially offset by withdrawals of $711,318.

Brokerage fees are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Brokerage fees for the three months ended March 31, 2010 decreased $113,456 relative to the corresponding period in 2009. The decrease was due primarily to a decrease in the average net assets of the special limited partners of the Partnership (the "Special Limited Partners") and Limited Partners during the three months ended March 31, 2010 relative to the corresponding period in 2009.

The Partnership pays administrative expenses for legal, audit and accounting services, up to 0.25 of 1% per annum of the Partnership’s average month-end net assets.  Administrative expenses for the three months ended March 31, 2010 decreased $11,896 relative to the corresponding period in 2009. The decrease was due mainly to a decrease in the Partnership’s average net assets during the three months ended March 31, 2010, relative to the corresponding period in 2009.

Interest income is derived from cash and U.S. Treasury instruments held at the Partnership’s brokers and custodian.  Interest income for the three months ended March 31, 2010 decreased $547,403 relative to the corresponding period in 2009. This decrease was due partially to a decrease in the Partnership’s average net assets but mainly to a decrease in short-term Treasury yields during the three months ended March 31, 2010, relative to the corresponding period in 2009.

20

During the three months ended March 31, 2010, the Partnership experienced net realized and unrealized gains of $9,366,495 from its trading operations (including foreign exchange translations and U.S. Treasury notes). Brokerage fees of $819,227, administrative expenses of $92,934 and custody fees of $6,768 and an accrued profit share allocation to the General Partner of $10,264 were incurred. Interest income of $152,730 offset the Partnership's expenses resulting in a net gain after profit share to the General Partner of $8,590,032. An analysis of the trading gain (loss) by sector is as follows:

Sector	% Gain (Loss)
Currencies		2.04	%
Energies		0.69	%
Grains		0.37	%
Interest rates		3.61	%
Livestock		(0.10	)%
Metals		0.10	%
Softs		(0.29	)%
Stock indices		(0.12	)%
Trading gain		6.30	%

MANAGEMENT DISCUSSION 2010

The Partnership’s Limited Partners and Special Limited Partners had positive returns, net of all fees, of 5.43% and 6.24%, respectively, for the three months ended March 31, 2010.  Profits from trading interest rate, energy, grain and metal futures and forward currency contracts well outpaced the fractional losses sustained from trading equity, soft commodity and livestock futures.

At the start of the year the sustainability and robustness of incipient global growth was called into question amid signs that monetary policy was becoming less accommodative in China, India and other countries which had led the recovery.  Worries that fiscal stimulus in the developed world was winding down also weighed on growth prospects as did the looming Greek fiscal crisis.  Near quarter-end however, a string of positive economic statistics caused the outlook for economic expansion to brighten somewhat.

Against this background, interest rates eased and long positions in U.S., British and European note, bond and short-term interest rate futures were profitable.  On the other hand, short positions in Australian interest rate futures were profitable as the Reserve Bank of Australia continued to tighten policy to ward off feared inflation.

The burgeoning budget crisis in Greece weighed on the euro throughout the quarter and short euro positions relative to the Australian and New Zealand dollars, Hungarian forint, Polish zloty and Turkish lira were profitable.  More generally, long positions in high yielding and commodity currencies—Australian, New Zealand and Canadian dollars—versus a variety of currencies were profitable.  The U.S. dollar was not as weak as the euro but it did lose ground to the currencies of Australia, Canada, India, Colombia, Korea, Mexico and South Africa, producing profits from long positions in these currencies.

Equity trading was marginally negative although performance during the quarter and across countries was quite disparate.  Losses in January and February reflected the weaker economic outlook and signs of policy tightening.  March gains based on improving economic statistics largely offset those losses.  By country, long positions in U.S., UK, Canada and parts of Europe were profitable, while long positions in Asia, Spain, Italy, Australia, Mexico and South Africa were unprofitable.

Natural gas continued to be in a bear market as increasing supplies from shale gas met decreasing demand and short natural gas futures positions were quite profitable.  Elsewhere in the energy complex, prices moved higher and long positions in crude oil products were somewhat profitable.

In the metals sector, gains from long nickel and aluminum positions modestly outweighed losses from long copper and zinc positions and a short lead trade.

Deflation was the story in agricultural markets.  Profits on short positions in corn and wheat outweighed losses on long positions in the soybean complex, cocoa and sugar where forecasts of large sugar harvests accelerated the down-move from record highs.

OFF-BALANCE SHEET ARRANGEMENTS

The Partnership does not engage in off-balance sheet arrangements with other entities.

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CONTRACTUAL OBLIGATIONS

The Partnership does not enter into contractual obligations or commercial commitments to make future payments of a type that would be typical for an operating company.  The Partnership’s sole business is trading futures and forward contracts, both long (contracts to buy) and short (contacts to sell).  All such contracts are settled by offset, not delivery.  Substantially all such contracts are for settlement within four months of the trade date and substantially all such contracts are held by the Partnership for less than four months before being offset or rolled over into new contracts with similar maturities.  The financial statements present a Condensed Schedule of Investments setting forth the Partnership’s open futures and forward currency contracts, both long and short, at March 31, 2011.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4.   CONTROLS AND PROCEDURES

Millburn Ridgefield Corporation, the General Partner of the Partnership, with the participation of the General Partner's Co-Chief Executive Officers and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Partnership as of the end of the period covered by this quarterly report, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective. There were no changes in the General Partner's internal control over financial reporting during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, the General Partner's internal control over financial reporting with respect to the Partnership.

PART II.  OTHER INFORMATION

ITEM 1.  Legal Proceedings

None.

ITEM 1A. Risk Factors

Not required.

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

(a)   Pursuant to the Partnership's Agreement of Limited Partnership, the Partnership may sell Interests at the beginning of each calendar month.  On January 1 and February 1, 2011, the Partnership sold Interests to new and existing Limited Partners of $265,000 and $200,000, respectively.  The Partnership did not sell any Interests to existing Special Limited Partners during the three months ended March 31, 2011. There were no underwriting discounts or commissions in connection with the sales of the Interests described above.

Each of the foregoing Interests were offered and sold only to “accredited investors” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “1933 Act”), in reliance on the exemption from registration provided by Rule 506 under the 1933 Act.

(c)  Pursuant to the Partnership’s Agreement of Limited Partnership, Limited Partners may redeem their Interests at the end of each calendar month at the then current month-end net asset value. The redemption of Interests has no impact on the value of Interests that remain outstanding, and Interests are not reissued once redeemed.

The following table summarizes Interests redeemed during the three months ended March 31, 2011:

Date of Withdrawal	Limited Partners			Special Limited Partners			Total
January 31, 2011	$	(41,000	)	$	(2,239	)	$	(43,239	)
February 28, 2011		(663,482	)		(7,270	)		(670,752	)
March 31, 2011		(332,709	)		(2,020,000	)		(2,352,709	)
Total	$	(1,037,191	)	$	(2,029,509	)	$	(3,066,700	)

ITEM 3.  Defaults Upon Senior Securities

None.

ITEM 4.  (Removed and Reserved)

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ITEM 5.  Other Information

None.

ITEM 6.  (a) Exhibits -

The following exhibits are included herewith:

31.01	Rule 13(a)-14(a)/15(d)-14(a) Certification of Co-Chief Executive Officer
31.02	Rule 13(a)-14(a)/15(d)-14(a) Certification of Co-Chief Executive Officer
31.03	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer
32.01	Section 1350 Certification of Co-Chief Executive Officer
32.02	Section 1350 Certification of Co-Chief Executive Officer
32.03	Section 1350 Certification of Chief Financial Officer

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.

By:  Millburn Ridgefield Corporation,
General Partner
Date: May 13, 2011
	/s/Tod A. Tanis
	Tod A. Tanis
	Vice-President
	(Principal Accounting Officer)

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