March 31, 2005		December 31, 2004
ASSETS CASH IN BANK	$     5,427,007		$      4,621,928
EQUITY IN COMMODITY FUTURES TRADING ACCOUNT:
Due from broker	33,892,256		37,734,314
Net unrealized gain on open positions	4,369,290		2,111,368
	38,261,546		39,845,682
PREPAID EXPENSES	328,148		--
DUE FROM GENERAL PARTNER	136,500		99,808
INTEREST RECEIVABLE	16,834		14,174
TOTAL ASSETS	$   44,170,035		$    44,581,592
LIABILITIES AND PARTNERS' CAPITAL LIABILITIES:
Prepaid subscriptions	$          16,011		$         171,239
Redemptions payable	195,487		301,925
Other accrued expenses	61,343		100,731
Accrued management fees	105,677		110,514
TOTAL LIABILITIES	378,518		684,409
PARTNERS' CAPITAL:
Limited partners - Class A (5,724.7165 and 5,618.8166                         fully redeemable units at March 31, 2005 and                         December 31, 2004, respectively)	41,331,725		42,671,937
Limited partners - Class B (1,666.3815 and 223.3079                         fully redeemable units at March 31, 2005 and                         December 31, 2004, respectively)	1,483,786		214,258
General partner - Class A (135.1833 and 133.1216                         fully redeemable units at March 31, 2005 and                         December 31, 2004, respectively)	976,006		1,010,988
TOTAL PARTNERS' CAPITAL	43,791,517		43,897,183
TOTAL LIABILITIES AND PARTNERS' CAPITAL	$   44,170,035		$    44,581,592
NET ASSET VALUE PER UNIT - Class A         (based on Partners' Capital of $42,307,731 and $43,682,925         and 5,859.8998 and 5,751.9382 units outstanding)	$       7,219.87		$        7,594.47
NET ASSET VALUE PER UNIT - Class B         Series 1 - (based on Partners' Capital of $1,386,594         and $111,637 and 1563.0212 and 119.9385 units outstanding)	$         887.13		$           930.79
NET ASSET VALUE PER UNIT - Class B         Series 2 - (based on Partners' Capital of $46,600         and $49, 268 and 53.8694 and 53.8694 units outstanding)	$         865.05		$           914.59
NET ASSET VALUE PER UNIT - Class B         Series 3 - (based on Partners' Capital of $50,592         and $53,353 and 49.5000 and 49.5000 units outstanding)	$      1,022.06		$        1,077.83

	Three Months Ended March 31,
	2005		2004
NET INVESTMENT INCOME (LOSS)
Income:
Interest income	$        229,083		$           76,588
Expenses:
Brokerage commissions	429,132		402,403
Incentive fees	--		834,528
Management fees	215,414		197,345
Administrative expenses	95,108		75,039
Total expenses	739,654		1,509,315
Net investment loss	(510,571)		(1,432,727)
TRADING PROFITS (LOSSES)
Profits (losses) on trading of commodity futures, forwards and options:
Realized gains (losses) on closed positions, net	(3,888,690)		2,578,253
Change in unrealized gains/losses on open positions, net	2,257,922		1,358,058
Total trading profits (losses)	(1,630,768)		3,936,311
NET INCOME (LOSS)	$    (2,141,339)		$      2,503,584
NET (LOSS) INCOME PER UNIT
Class A	$         (374.60)		$           493.54
Class B - Series 1	$           (43.66)		$            (14.20)
Class B - Series 2	$           (49.54)		$                    0
Class B - Series 3	$           (55.77)		$                    0
See Notes to Condensed Financial Statements.

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THE WILLOWBRIDGE FUND L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Three Months Ended March 31, 2005 and 2004
(Unaudited)
_______________

  4.             FINANCIAL HIGHLIGHTS

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

 

	Three Months Ended March 31, 2005
	Class A	Class B Series 1	Class B Series 2	Class B Series 3
Per Unit Operating Peformance (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
Gain (loss) from operations
Net investment loss	(85.82)	(7.71)	(14.65)	(14.73)
Net trading profits (losses)	(288.78)	(35.95)	(34.89)	(41.04)
Net (loss) income	(374.60)	(43.66)	(49.54)	(55.77)
Net Asset Value, End of the period	$7,219.87	$   887.13	$   865.05	$1,022.06
Total Return (1)	(4.93)%	(4.69)%	(5.42)%	(5.17)%
Total Return (excluding incentive fees) (2)	(4.93)%	(4.69)%	(5.42)%	(5.17)%
Supplemental Data
Ratio of expenses (3) to average net assets	6.94%	7.33%	8.90%	7.90%
Ratio of expenses (3) (excluding incentive fees) to average net assets	6.94%	7.33%	8.90%	7.90%
Ratio of net investment loss (3) (excluding incentive fees) to average net assets	4.80%	4.59%	6.77%	5.77%

_______________________

(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.

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THE WILLOWBRIDGE FUND L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Three Months Ended March 31, 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 Peformance (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 (3) to average net assets	9.61%	5.59%	8.85%	7.75%
Ratio of expenses (3) (excluding incentive fees) to average net assets	7.36%	5.40%	8.85%	7.75%
Ratio of net investment loss (3) (excluding incentive fees) to average net assets	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.

  

* * * * *

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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 paid 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). 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.

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Summary of Critical Accounting Estimates

                 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.

                 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 Three Months Ended March 31, 2005 and 2004

                 For the quarter ended March 31, 2005, the partnership had total income comprised of net trading profits representing $(3,888,690) in realized gains on closed positions, and $2,257,922 in change in net unrealized gains/losses on open positions, and $ 229,083 in interest income. For the same quarter in 2004 the Partnership had total income comprised of net trading profits representing $2,578,253 in realized gains on closed positions and, $1,358,058 in change in net unrealized gains/ losses on open positions, and $76,588 in interest

                 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 January 2004, trading was most profitable in energy. The Partnership recorded a gain of $438,797. In February 2004, trading was most profitable in tropicals, energy and financials. The Partnership recorded a gain of 70,432. In March 2004, trading was unprofitable in foreign currencies and energy. Gain in tropicals failed to offset such losses. The Partnership recorded a loss of $645,645.

                 For the quarter ended March 31, 2005, the Partnership had expenses comprised of $0.00 in incentive fees, $429,132 in brokerage commissions (including clearing and exchange fees), $215,414 in management fees, and $95,108 in administrative expenses. For the same quarter in 2004, the Partnership had expenses comprised of $834,528 in incentive fees, $402,403 in brokerage commissions (including clearing and exchange fees), $197,345 in management fees, and $75,039 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 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 loss of $2,141,339 for the quarter compared to a profit of $2,503,584 for the same quarter in 2004.

                 At March 31, 2005, the net asset value of the Partnership was $43,791,518, compared to its net asset value of 42,252,319 at March 31, 2004.

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

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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.

                 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 March 31, 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.

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.

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Commodities

                 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 March 31, 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 March 31, 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 instruments due to a 10% change in the price of the 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 of earnings of its commodity price, interest rate and currency exchange rate sensitivity positions as of March 31, 2005.

                 The potential loss in earnings for each market risk exposure as of March 31, 2005 was approximately:

Trading portfolio:
Commodity price risk	$1,380,000
Interest rate risk	$   315,000
Currency exchange rate risk	$   361,000

 

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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 March, 31, 2005, 7,526.2813 Partnership Units were held by 519 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 March 31, 2005, a total of 1,596.9891 Partnership Units were subscribed for the aggregate net subscription amount of $2,414,577. 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

 

                 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 March 31, 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 first 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

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 it, by the undersigned thereunto duly authorized.

	THE WILLOWBRIDGE FUND L.P.    By: /s/ Robert L. Lerner
Date:  May 16, 2005	Ruvane Investment Corporation       General Partner
	By: /s/ Robert L. Lerner                                                          Robert L. Lerner       President

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