_________________________________________________________

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 June 30, 2007

OR

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number:  000-50728

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Maryland	52-1627106
(State of Incorporation)	(IRS Employer Identification No.)

c/o Steben & Company, Inc.
2099 Gaither Road, Suite 200
Rockville, Maryland 20850
(Address of Principal Executive Office)(zip code)

(240) 631-9808
Registrant’s Telephone Number, Including Area Code:

____________________________________________________

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [ X ]     No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [   ]

Accelerated filer [   ]

Non-accelerated filer [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [   ]        No [ X ]

Aggregate market value of the voting and non-voting common equity held by non-affiliates: the registrant is a limited partnership; as of June 30, 2007, 93,557.6434 Class A units and 35,943.3009 Class B units with an aggregate value of $373,991,499 and $180,083,561 respectively, were outstanding.

_________________________________________________________

E-1

Table of Contents

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i

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

STATEMENTS OF FINANCIAL CONDITION

June 30, 2007 (Unaudited) and December 31, 2006 (Audited)

	June 30,	December 31,
	2007	2006
ASSETS
Equity in broker trading accounts
Cash	$       123,229,625	$    114,555,783
Interest receivable	690,458	668,446
Net unrealized gain on open futures contracts	23,695,958	16,301,679
Deposits with brokers	$       147,616,041	$    131,525,908
Cash and cash equivalents	53,716,358	55,063,952
Commercial paper
(cost - $368,435,933 and $186,966,935)	374,236,421	189,632,965
United States government sponsored securities
(cost - $0 and $132,721,765)	-	135,581,067
Net unrealized gain on open forward currency contracts	9,430,862	13,344,592
Total assets	$       584,999,682	$    525,148,484
LIABILITIES
Accounts payable - General Partner	$           1,674,528	$           725,166
Commissions and other trading fees on open contracts	215,944	133,220
General Partner management fee	906,816	827,470
General Partner 1 percent allocation	404,423	347,793
Advisor management fees	1,480,998	1,809,601
Advisor incentive fees	11,176,112	1,652,466
Selling agents' fee	665,266	607,065
Redemptions payable	7,174,581	8,411,042
Subscriptions received in advance	7,225,954	6,574,568
Total liabilities	$         30,924,622	$      21,088,391
PARTNERS' CAPITAL (Net Asset Value)
Class A Interests - 93,557.6434 units and 91,632.3257 units
outstanding at June 30, 2007 and December 31, 2006	$       373,991,499	$    341,384,123
Class B Interests - 35,943.3009 units and 35,151.8276 units
outstanding at June 30, 2007 and December 31, 2006	180,083,561	162,675,970
Total partners' capital  (net asset value)	$       554,075,060	$    504,060,093
Total liabilities and partners' capital	$       584,999,682	$    525,148,484

See accompanying notes.

1

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

CONDENSED SCHEDULE OF INVESTMENTS

June 30, 2007

(Unaudited)

COMMERCIAL PAPER
	Maturity			% of Net
Face Value	Date	Description	Value	Asset Value
$ 34,247,000	07/10/07	UBS Finance Delaware LLC, 5.165%	$      34,202,779	6.17%
15,400,000	07/16/07	Societe Generale N Amer, 5.16%	15,366,890	2.77%
41,044,000	07/19/07	Citigroup Funding Inc, 5.18%	40,937,696	7.39%
5,000,000	07/19/07	Daimlerchrysler Na Hldg, 5.33%	4,986,675	0.90%
15,905,000	07/19/07	General Elec Cap Corp, 5.18%	15,863,806	2.86%
20,000,000	07/19/07	Morgan Stanley, 5.18%	19,948,200	3.60%
26,786,000	07/23/07	Calyon North America Inc, 5.18%	26,701,207	4.82%
36,044,000	08/06/07	AIG Funding Inc, 5.15%	35,858,373	6.47%
41,758,000	08/06/07	Daimlerchrysler Na Hldg, 5.33%	41,535,430	7.50%
15,000,000	11/05/07	Societe Generale N Amer, 5.14%	14,728,008	2.66%
10,665,000	11/05/07	UBS Finance Delaware LLC, 5.15%	10,471,238	1.89%
42,843,000	11/19/07	ABN-AMRO N Amer Fin Inc, 5.145%	41,979,660	7.58%
31,275,000	11/19/07	General Elec Cap Corp, 5.17%	30,641,707	5.53%
42,006,000	12/12/07	Abbey Natl N America LLC, 5.18%	41,014,752	7.40%
		Total commercial paper securities
		(cost - $368,435,933)	$    374,236,421	67.54%
LONG FUTURES CONTRACTS
				% of Net
		Description	Value	Asset Value
		Agricultural	$        2,406,201	0.43%
		Currency	1,751,158	0.32%
		Energy	1,674,768	0.30%
		Interest Rate	(66,589)	(0.01%)
		Metal	(4,198,593)	(0.76%)
		Stock Index	4,261,769	0.77%
		Total long futures contracts	$        5,828,714	1.05%
SHORT FUTURES CONTRACTS
				% of Net
		Description	Value	Asset Value
		Agricultural	$                82,781	0.01%
		Currency	640,954	0.12%
		Energy	2,061,149	0.37%
		Interest Rate	12,650,685	2.28%
		Metal	2,448,383	0.44%
		Stock Index	(16,708)	0.00%
		Total short futures contracts	$      17,867,244	3.22%
		Total futures contracts	$      23,695,958	4.27%
FORWARD CURRENCY CONTRACTS
				% of Net
		Description	Value	Asset Value
		Long forward currency contracts	$      12,487,026	2.25%
		Short forward currency contracts	(3,028,244)	(0.55%)
		Pending option premiums	(27,920)	(0.01%)
		Total forward currency contracts	$        9,430,862	1.69%

See accompanying notes.

2

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

CONDENSED SCHEDULE OF INVESTMENTS

December 31, 2006

(Audited)

UNITED STATES GOVERNMENT SPONSORED SECURITIES
	Maturity			% of Net
Face Value	Date	Description	Value	Asset Value
$ 40,000,000	01/10/07	Fannie Mae Discount Note, zero coupon	$      39,941,833	7.92%
40,000,000	01/23/07	Freddie Mac Discount Note, zero coupon	39,866,345	7.91%
35,116,000	02/07/07	Fannie Mae Discount Note, zero coupon	34,923,623	6.93%
21,025,000	02/28/07	Fannie Mae Discount Note, zero coupon	20,849,266	4.14%
		Total United States government sponsored securities
		(cost - $132,721,765)	$    135,581,067	26.90%
COMMERCIAL PAPER
	Maturity			% of Net
Face Value	Date	Description	Value	Asset Value
$ 33,363,000	01/11/07	UBS Finance Delaware LLC, 5.29%	33,309,123	6.61%
15,000,000	01/16/07	Societe Generale N Amer, 5.28%	14,964,800	2.97%
35,000,000	01/25/07	Credit Suisse Fb USA Inc, 5.32%	34,870,694	6.92%
40,645,000	02/07/07	Daimlerchrysler Na Hldg, 5.34%	40,415,898	8.02%
26,208,000	02/22/07	Societe Generale N Amer, 5.17%	26,008,521	5.16%
20,446,000	05/21/07	General Elec Cap Corp, 5.17%	20,031,986	3.97%
20,488,000	06/04/07	Bank Of America Corp, 5.17%	20,031,943	3.97%
		Total commercial paper securities
		(cost - $186,966,935)	$    189,632,965	37.62%
LONG FUTURES CONTRACTS
				% of Net
		Description	Value	Asset Value
		Agricultural	$           929,873	0.18%
		Currency	(3,973)	0.00%
		Energy	(2,281,709)	(0.45%)
		Interest Rate	(1,322,155)	(0.26%)
		Metal	1,983,883	0.39%
		Stock Index	5,984,921	1.19%
		Total long futures contracts	$        5,290,840	1.05%
SHORT FUTURES CONTRACTS
				% of Net
		Description	Value	Asset Value
		Agricultural	$             71,994	0.01%
		Currency	94,425	0.02%
		Energy	3,624,770	0.72%
		Interest Rate	7,782,306	1.54%
		Metal	(560,509)	(0.11%)
		Stock Index	(2,147)	0.00%
		Total short futures contracts	$      11,010,839	2.18%
		Total futures contracts	$      16,301,679	3.23%
FORWARD CURRENCY CONTRACTS
				% of Net
		Description	Value	Asset Value
		Long forward currency contracts	$      (1,270,471)	(0.25%)
		Short forward currency contracts
		United States Dollar - 03/21/07	6,310,208	1.25%
		United States Dollar - 03/22/07	5,506,273	1.09%
		Other	2,817,481	0.56%
		Total short forward currency contracts	14,633,962	2.90%
		Pending option premiums	(18,899)	0.00%
		Total forward currency contracts	$      13,344,592	2.65%
See accompanying notes.

3

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS

For the Three and Six Months Ended June 30, 2007 and 2006

 (Unaudited)

_____________

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2007	2006	2007	2006
TRADING GAINS (LOSSES)
Net realized gain	$   73,045,784	$     4,440,368	$   51,660,284	$     2,142,978
Change in unrealized gains (losses)	19,800,866	(12,347,773)	3,480,549	8,551,883
Brokerage commissions	(334,477)	(445,559)	(702,540)	(859,869)
Net gain (loss) from trading	92,512,173	(8,352,964)	54,438,293	9,834,992
NET INVESTMENT LOSS
Income
Interest income	6,708,876	5,595,947	13,285,472	10,137,597
Expenses
General Partner management fee	2,618,917	2,186,127	5,061,089	4,176,884
General Partner 1 percent allocation	798,683	(102,918)	404,423	35,013
Advisor management fees	2,521,810	2,208,956	4,994,026	4,204,413
Advisor incentive fees	11,177,266	654,702	11,206,940	3,362,846
Selling agents' fee	1,901,871	1,579,946	3,673,043	3,041,831
Operating expenses	1,556,618	1,233,345	2,987,341	2,411,836
Total expenses	20,575,165	7,760,158	28,326,862	17,232,823
Operating expenses waived	(423,741)	(328,298)	(640,950)	(726,490)
Net total expenses	20,151,424	7,431,860	27,685,912	16,506,333
Net investment loss	(13,442,548)	(1,835,913)	(14,400,440)	(6,368,736)
NET INCOME (LOSS)	$   79,069,625	$  (10,188,877)	$   40,037,853	$     3,466,256

	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
	Class A	Class B	Class A	Class B	Class A	Class B	Class A	Class B
INCREASE IN NET ASSET VALUE PER UNIT	$558.70	$719.84	($83.54)	($82.99)	$271.85	$382.40	$27.51	$72.20
See accompanying notes.

4

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2007 and 2006

 (Unaudited)

__________

	2007	2006
Cash flows for operating activities
Net income	$      40,037,853	$        3,466,256
Adjustments to reconcile net income to net
cash used in operating activities
Net change in unrealized gains	(3,480,549)	(8,551,883)
Increase in interest receivable	(22,012)	(381,868)
Increase (decrease) in General Partner 1 percent allocation	56,630	(114,303)
Increase (decrease) in accounts payable and accrued expenses	10,364,676	(387,800)
Net proceeds (purchases) of investments in United States
government sponsored securities	135,581,067	(30,421,985)
Net purchases of commercial paper	(184,603,456)	(12,870,005)
Net cash used in operating activities	(2,065,791)	(49,261,588)
Cash flows from financing activities
Additions of units	39,868,755	84,728,504
Subscriptions received in advance	7,225,954	9,012,289
Redemption of units	(37,702,670)	(26,772,251)
Net cash provided by financing activities	9,392,039	66,968,542
Net increase in cash and cash equivalents	7,326,248	17,706,954
Cash and cash equivalents
Beginning of period	169,619,735	253,457,354
End of period	$    176,945,983	$    271,164,308
End of period cash consists of:
Cash in broker trading accounts	$    123,229,625	$    233,241,325
Cash and cash equivalents	53,716,358	37,922,983
Total end of period cash	$    176,945,983	$    271,164,308

See accompanying notes.

5

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE)

For the Six Months Ended June 30, 2007 and 2006

 (Unaudited)

__________

	Class A Interests		Class B Interests
	Units	Value	Units	Value	Total
Six Months Ended June 30, 2007
Balances at December  31, 2006	91,632.3257	$341,384,123	35,151.8276	$162,675,970	$504,060,093
Net income for the six months
ended June 30, 2007		26,080,164		13,957,689	40,037,853
Additions	8,538.7209	31,562,583	3,242.5426	14,880,740	46,443,323
Redemptions	(6,229.4166)	(23,622,375)	(2,758.6801)	(12,843,834)	(36,466,209)
Transfers	(383.9866)	(1,412,996)	307.6108	1,412,996	0
Balance at June 30, 2007	93,557.6434	$373,991,499	35,943.3009	$180,083,561	$554,075,060
	Class A Interests		Class B Interests
	Units	Value	Units	Value	Total
Six Months Ended June 30, 2006
Balances at December 31, 2005	75,378.5969	$263,005,434	26,635.1317	$113,386,679	$376,392,113
Net income for the six months
ended June 30, 2006		1,548,054		1,918,202	3,466,256
Additions	16,597.8458	59,122,382	9,520.0016	41,349,660	100,472,042
Redemptions	(5,501.5658)	(19,591,253)	(1,569.3051)	(6,926,403)	(26,517,656)
Transfers	77.7200	289,627	(67.3203)	(289,627)	0
Balance at June 30, 2006	86,552.5970	$304,374,244	34,518.5080	$149,438,511	$453,812,755

Net Asset Value Per Unit
June 30, 2007		December 31, 2006		June 30, 2006		December 31, 2005
Class A	Class B	Class A	Class B	Class A	Class B	Class A	Class B
$3,997.44	$5,010.21	$3,725.59	$4,627.81	$3,516.64	$4,329.23	$3,489.13	$4,257.03
See accompanying notes.

6

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

__________

Note 1:

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.

General Description of the Partnership

Futures Portfolio Fund, Limited Partnership (the “Partnership”) is a Maryland limited partnership which operates as a commodity investment pool. The Partnership utilizes professional trading advisors to engage in the trading of futures contracts, forward currency contracts, and other financial instruments.

The Fund will automatically terminate on December 31, 2025, unless terminated earlier as provided in the Limited Partnership Agreement.

B.

Regulation

The Partnership is a registrant with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934 (the “Act”). As a registrant, the Partnership is subject to the regulations of the SEC and the informational requirements of the Act. As a commodity pool, the Partnership is subject to the regulations of the Commodity Futures Trading Commission, an agency of the United States (“U.S.”) government which regulates most aspects of the commodity futures industry; rules of the National Futures Association, an industry self-regulatory organization; and the requirements of commodity exchanges where the Partnership executes transactions. Additionally, the Partnership is subject to the requirements of Futures Commission Merchants (brokers) and inter-bank market makers through which the Partnership trades.

C.

Method of Reporting

The Partnership’s financial statements are presented in accordance with U.S. generally accepted accounting principles, which require the use of certain estimates made by the Partnership’s management. Gains or losses are realized when contracts are liquidated. Unrealized gains and losses on open contracts (the difference between contract trade price and market price) are reported in the statement of financial condition as a net gain or loss, as there exists a right of offset of unrealized gains or losses in accordance with Financial Accounting Standards Board Interpretation No. 39 – “Offsetting of Amounts Related to Certain Contracts.” Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations. The market value of exchange traded contracts is based on exchange settlement prices.  The market value of non-exchange traded contracts is based on third-party quoted dealer values on the inter-bank market. United States government sponsored securities and Commercial Paper are stated at cost plus accrued interest, which approximates market value.

For purposes of both financial reporting and calculation of redemption value, net asset value per Class A or Class B unit is calculated by dividing the net asset value of Class A or Class B by the number of outstanding units of Class A or Class B.

D.

Cash Equivalents

Cash equivalents are highly liquid investments with an original maturity of three months or less that are not held for sale in the normal course of business.

E.

Brokerage Commissions

Brokerage commissions include other trading fees and are charged to expense when contracts are opened.

F.

Income Taxes

The Partnership prepares calendar year U.S. and applicable state information tax returns.  The Partnership is not subject to federal income taxes as each partner is individually liable for his or her allocable share of the

7

Partnership’s income, expenses and trading gains or losses.  The Partnership, however, may be required to file returns and pay tax in various state and local jurisdictions as a result of its operations or the residency of its partners.

G.

Fair Value of Financial Instruments

The fair value of the Partnership’s assets and liabilities, which qualify as financial instruments under Statement of Financial Accounting Standards No. 107, Disclosures About Fair Value of Financial Instruments, approximates the carrying amounts presented in the statements of financial condition.

H.

Foreign Currency Transactions

The Partnership’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statement of financial condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in income currently as part of trading gains.

I.

Classes of Interests

The Partnership has two classes of limited partnership interests (“Interests”), Class A and Class B. The General Partner may offer additional classes at its discretion. Both Class A and Class B Interests are traded pursuant to identical trading programs and differ only in respect to the selling agents’ fees. Class B Interests are issued only at the General Partner’s discretion and are generally intended for investors who are participating in fee based investment advisory programs. All items of income or loss, except for the selling agents’ fees, are allocated pro rata between Class A and Class B Interests. The selling agents’ fees applicable to each class of Interest are then charged to each class. All items of income or loss allocated to each class of Interest are then allocated pro rata to each Limited Partner within each class.

Note 2:

GENERAL PARTNER

The General Partner of the Partnership is Steben & Company, Inc., which conducts and manages the business of the Partnership.  During the six months ended June 30, 2007 and 2006, the General Partner did not maintain a capital balance in the Partnership; however, the sole shareholder of the General Partner has an investment in Class B Interests of the Partnership.

During the six months ended June 30, 2007 and 2006, the General Partner received the following compensation:

·

Class A Interests paid a monthly management fee equal to 1/12 of 1.95 percent (1.95 percent per annum) of the net asset value of the Class A Interests as of the last day of each month.

·

Class A Interests paid a monthly selling agents’ fee equal to 1/12 of 2 percent (2 percent per annum) of the net asset value of the Class A Interests as of the last day of each month. The General Partner, in turn, pays the selling agents’ fees to the respective selling agents. If the selling agents’ fees are not paid to the selling agent, or the General Partner was the selling agent, such portions of the selling agents’ fees are retained by the General Partner.

·

Class B Interests paid a monthly management fee equal to 1/12 of 1.95 percent (1.95 percent per annum) of the net asset value of the Class B Interests as of the last day of each month.

·

Class B Interests paid a monthly selling agents’ fee equal to 1/12 of .20 percent (.20 percent per annum) of the net asset value of the Class B Interests as of the last day of each month.  The General Partner, in turn, pays the selling agents’ fees to the respective selling agents.  If the selling agents’ fees are not paid to the selling agent, or the General Partner was the selling agent, such portions of the selling agents’ fees are retained by the General Partner.

Pursuant to the terms of the Limited Partnership Agreement, the General Partner receives 1 percent of any increase or decrease in the Partnership’s net assets.  Such amount is reflected as the General Partner 1 percent allocation in the statement of financial condition and the statement of operations.

Note 3:

COMMODITY TRADING ADVISORS

8

The Partnership has Advisory Agreements with various commodity trading advisors, pursuant to which the Partnership pays each commodity trading advisor a monthly or quarterly management fee equal to 1 percent or 2 percent per annum of allocated net assets (as separately defined in each respective Advisory Agreement) and a quarterly or annual incentive fee equal to 20 percent or 25 percent of net new Trading Profits (as separately defined in each respective Advisory Agreement).

Note 4:

DEPOSITS WITH BROKERS

The Partnership deposits funds with brokers, subject to Commodity Futures Trading Commission regulations and various exchange and broker requirements. Margin requirements are satisfied by the deposit of U.S. Treasury bills and cash with such brokers. The Partnership earns interest income on its assets deposited with the brokers.

Note 5:

OPERATING EXPENSES

The Partnership is responsible for all of its operating expenses such as accounting, audit, legal, administrative, marketing and offering expenses.  Operating expenses also include salary and administrative costs incurred by the General Partner relating to marketing and administration of the Partnership, such as salaries and commissions of General Partner marketing personnel, and administrative employee salaries and related costs.  Pursuant to the terms of the Limited Partnership Agreement, operating expenses that exceed 1 percent of the average month-end net assets of the Partnership are the responsibility of the General Partner.  For the six months ended June 30, 2007 and 2006, actual operating expenses were below and/or exceeded .50 percent (pro rated operating expense limitation) of average month-end net assets of the Partnership by ($171,949) and $197,821, respectively, with such amount included in operating expenses waived in the statement of operations.  Additionally, during the six months ended June 30, 2007 and 2006, the General Partner voluntarily paid $812,899 and $528,669, respectively, of operating expenses of the Partnership, with such amounts also included in operating expenses waived in the statement of operations.  As of June 30, 2007 and December 31, 2006, $1,674,528 and $725,166 respectively, were payable to the General Partner for operating expenses not waived.  Such amounts are presented as accounts payable in the statements of financial condition.

Note 6:

SUBSCRIPTIONS, DISTRIBUTIONS, AND REDEMPTIONS

Investments in the Partnership are made by subscription agreement, subject to acceptance by the General Partner. Units are sold at the net asset value per Class A or Class B unit as of the close of business on the last day of the month in which the subscription is accepted. Investors whose subscriptions are accepted are admitted as Limited Partners as of the beginning of the month following the month in which their subscriptions were accepted.  At June 30, 2007 and December 31, 2006, the Partnership had received subscriptions of $7,225,954 and $6,574,568, respectively, which were additions to the Partnership effective July 1, 2007 and January 1, 2007, respectively.  

The Partnership is not required to make distributions, but may do so at the sole discretion of the General Partner. A Limited Partner may request and receive redemption of Class A or Class B units owned at the end of any month, subject to 15 days written notice to the General Partner and restrictions in the Limited Partnership Agreement.

Note 7:

TRADING ACTIVITIES AND RELATED RISKS

The Partnership engages in the speculative trading of U.S. and foreign futures contracts and forward currency contracts (collectively, “derivatives”). The Partnership is exposed to both market risk, the risk arising from changes in the market value of the contracts, and credit risk, the risk of failure by another party to perform according to the terms of a contract.

Purchase and sale of futures contracts requires margin deposits with the brokers. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act requires a broker to segregate all customer transactions and assets from such broker’s proprietary activities. A customer’s cash and other property deposited with a broker are considered commingled with all other customer funds subject to the broker’s segregation requirements. In the event of a broker’s insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than total cash and other property deposited.

The Partnership trades forward currency contracts in unregulated markets between principals and assumes the risk of loss from counterparty nonperformance. Accordingly, the risks associated with forward currency contracts are

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generally greater than those associated with exchange traded contracts because of the greater risk of counterparty default. Additionally, the trading of forward currency contracts typically involves delayed cash settlement.

The Partnership has a substantial portion of its assets on deposit with inter-bank market makers and other financial institutions in connection with its trading of forward currency contracts and its cash management activities.  In the event of an inter-bank market maker’s or financial institution’s insolvency, recovery of Partnership assets on deposit may be limited to account insurance or other protection afforded such deposits.

The Partnership utilizes UBS Financial Services, Inc. as its cash management securities broker for the investment of some margin excess amounts into short-term fixed income instruments including high grade commercial paper (interest bearing with some credit risk), and U.S. government sponsored securities (interest bearing and credit risk free) with durations no longer than one year.  In addition, the Partnership invests in certain commercial paper issued by an affiliate of UBS Financial Services, Inc.

For derivatives, risks arise from changes in the market value of the contracts. Theoretically, the Partnership is exposed to a market risk equal to the notional contract value of futures and forward currency contracts purchased and unlimited liability on such contracts sold short.

The unrealized gain (loss) on open futures and forward currency contracts is comprised of the following:

	Futures Contracts		Forward Currency Contracts
	(exchange traded)		(non-exchange traded)
	June 30,	December 31,	June 30,	December 31,
	2007	2006	2007	2006
Gross unrealized gains	$      35,793,409	$      24,068,514	$      16,489,937	$      21,807,092
Gross unrealized losses	(12,097,451)	(7,766,835)	(7,059,075)	(8,462,500)
Net unrealized gain (loss)	$      23,695,958	$      16,301,679	$        9,430,862	$      13,344,592

The General Partner has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The Limited Partners bear the risk of loss only to the extent of the market value of their respective investments and, in certain specific circumstances, distributions and redemptions received.

Note 8:

GUARANTEES

In the normal course of business, the Partnership may enter into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications.  The Partnership’s maximum exposure under these arrangements cannot be estimated.  However, the Partnership believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for such indemnifications.

Note 9:      INTERIM FINANCIAL STATEMENTS

The statements of financial condition, including the condensed schedule of investments, as of June 30, 2007, the statements of operations for the three and six months ended June 30, 2007 and 2006, the statements of cash flows and changes in partners’ capital (net asset value) for the six months ended June 30, 2007 and 2006 and the accompanying notes to the financial statements are unaudited.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles may be omitted pursuant to such rules and regulations.  In the opinion of management, such financial statements and accompanying disclosures reflect all adjustments, which were of a normal and recurring nature, necessary for a fair presentation of financial position as of June 30, 2007, results of operations for the three and six months ended June 30, 2007 and 2006, cash flows and changes in partners’ capital (net asset value) for the six months ended June 30, 2007 and 2006.  The results of operations for the three and six months ended June 30, 2007

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and 2006 are not necessarily indicative of the results to be expected for the full year or any other period.  These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our Form 10-K as filed with the Securities and Exchange Commission.

Note 10:

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard No. 157, Fair Value Measurements (“SFAS 157”).  SFAS 157, among other things, defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value.  SFAS 157 is effective for the Partnership on January 1, 2008.  Management has not evaluated SFAS 157 and its potential effect on the financial statements.

In January 2007, the Partnership adopted the Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109” (FIN 48).  This Interpretation clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements.  FIN 48 requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements.  It also provides guidance on the recognition, measurement and classification of income tax uncertainties, along with any related interest and penalties.  Adoption of FIN 48 did not have a material effect on the Partnership’s financial statements.

Note 11:

FINANCIAL HIGHLIGHTS

The following information presents per unit operating performance data and other supplemental financial data for the three and six months ended June 30, 2007 and 2006.  This information has been derived from information presented in the financial statements.

			Three months ended June 30,
			2007		2006
			(Unaudited)		(Unaudited)
			Class A	Class B	Class A	Class B
			Interests	Interests	Interests	Interests
Per Unit Performance
(for a unit outstanding throughout the entire period)
Net asset value per unit at beginning of period			$3,438.74	$4,290.37	$3,600.18	$4,412.22
Income from operations:
	Gain (loss) from trading (1)		661.84	826.25	(63.14)	(77.98)
	Net investment loss (1)		(103.14)	(106.41)	(20.40)	(5.01)
		Total income (loss) from operations	558.70	719.84	(83.54)	(82.99)
Net asset value per unit at end of period			$3,997.44	$5,010.21	$3,516.64	$4,329.23
Total Return			16.25%	16.78%	(2.32%)	(1.88%)
Supplemental Data
Ratios to average net asset value:
	Expenses (2), (3)		1.90%	1.43%	1.70%	1.25%

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Advisor incentive fees		2.18%	2.16%	0.15%	0.15%
	Total expenses	4.08%	3.59%	1.85%	1.40%
Net investment loss (2), (3)		(2.77%)	(2.28%)	(0.57%)	(0.11%)

			Six months ended June 30,
			2007		2006
			(Unaudited)		(Unaudited)
			Class A	Class B	Class A	Class B
			Interests	Interests	Interests	Interests
Per Unit Performance
(for a unit outstanding throughout the entire period)
Net asset value per unit at beginning of period			$3,725.59	$4,627.81	$3,489.13	$4,257.03
Income from operations:
	Gain from trading (1)		387.98	484.49	92.17	111.76
	Net investment loss (1)		(116.13)	(102.09)	(64.66)	(39.56)
		Total income from operations	271.85	382.40	27.51	72.20
Net asset value per unit at end of period			$3,997.44	$5,010.21	$3,516.64	$4,329.23
Total Return			7.30%	8.26%	0.79%	1.70%
Supplemental Data
Ratios to average net asset value:
	Expenses (2), (3)		3.52%	2.62%	3.44%	2.55%
	Advisor incentive fees		2.20%	2.18%	0.81%	0.81%
		Total expenses	5.72%	4.80%	4.25%	3.36%
	Net investment loss (2), (3)		(3.12%)	(2.20%)	(1.82%)	(0.91%)

Total returns are calculated based on the change in value of a Class A or Class B unit during the period and have not been annualized.  An individual partner’s total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions.

(1)

The net investment loss per unit is calculated by dividing the net investment loss by the average number of Class A or Class B units outstanding during the period. Gain (loss) from trading is a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information.  Such balancing amount may differ from the calculation of gain (loss) from trading per unit due to the timing of trading gains and losses during the period relative to the number of units outstanding.

(2)

All of the ratios under the supplemental data are computed net of voluntary and involuntary waivers of operating expenses.  For the six months ended June 30, 2007 and 2006, the ratios are net of approximately .16% and .13%, respectively, of average net asset value relating to the voluntary waiver of operating expenses.  Both the nature and the amounts of the waivers are more fully explained in Note 5.

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(3)

The net investment loss includes interest income and excludes gains (losses) from trading activities as shown on the statement of operations.   The total amount is then reduced by all expenses.  The resulting amount is divided by the average net asset value for the year.

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.

Introduction

Futures Portfolio Fund Limited Partnership (the "Fund") is a Maryland limited partnership, formed on May 11, 1989, that utilizes professional trading advisors to engage in the trading of commodity futures contracts, other commodity interests, options, securities and forward contracts.  The Fund began trading on January 2, 1990.  The Fund is an actively managed account with speculative trading profits as its objective.

The Fund currently trades in the U.S. and international futures and forward markets.  Specifically, the Fund trades a portfolio focused on futures and forward contracts in currencies, interest rate instruments, energy, stock indices, agricultural products and metals.

Gains or losses are realized when futures and forward currency contracts are liquidated. Net unrealized gains or losses on open contracts (the difference between contract price and market price) are reflected in the statement of financial condition. Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations. United States government sponsored securities and commercial paper are stated at cost plus accrued interest, which approximates market value. For purposes of both financial reporting and calculation of redemption value, Net Asset Value per Unit is calculated by dividing Partners’ Capital (Net Asset Value) by the number of outstanding Units.

As of June 30, 2007 the aggregate capitalization of the Fund was $554,075,060 of which $373,991,499 was in A units and $180,083,561 was in B units.  A units and B units differ only with regard to lower Selling Agent fees for the B units.  The net asset value per unit of limited partnership interest (“Unit”) for A units as of June 30, 2007 was $3,997.44 and for B units was $5,010.21.

Critical Accounting Policies

The Fund’s financial statements are presented in accordance with U.S. generally accepted accounting principles, which require the use of certain estimates made by management. Gains or losses are realized when futures and forward currency contracts are liquidated. Unrealized gains or losses on open contracts (the difference between contract trade price and market price) are reported in the statement of financial condition as a net gain or loss, as there exists a right of offset of unrealized gains or losses in accordance with Financial Accounting Standards Board Interpretation No. 39 -"Offsetting of Amounts Related to Certain Contracts." The market value of futures (exchange-traded) contracts is determined by the various futures exchanges, and reflects the settlement price for each contract as of the close of the last business day of the reporting period. Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations. United States government and agency securities and commercial paper are stated at cost plus accrued interest, which approximates market value.

For purposes of both financial reporting and calculation of redemption value, net asset value per Class A or Class B unit is calculated by dividing the net asset value of Class A or Class B by the number of outstanding units of Class A or Class B.

Capital Resources

The Fund will raise additional capital only through the sale of Units offered pursuant to the continuing offering, and does not intend to raise any capital through borrowing. Due to the nature of the Fund's business, it will make no capital expenditures and will have no capital assets, which are not operating capital or assets.

Off-Balance Sheet Arrangements

The term “off-balance sheet arrangements” refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. The Fund trades in futures and forward contracts and is therefore a

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party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts there exists a risk to the Fund, market risk, that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures positions of the Fund at the same time, and if the commodity trading advisors were unable to offset such futures positions of the Fund, the Fund could lose all of its assets and the Limited Partners would realize a 100% loss. Steben & Company, the General Partner, minimizes market risk through diversification of the portfolio allocations to multiple trading advisors, and maintenance of a margin-to-equity ratio that rarely exceeds 30%.

In addition to market risk, in entering into futures and forward contracts there is a credit risk that a counterparty will not be able to meet its obligations to the Fund. The counterparty for futures contracts traded in the United States and on most foreign exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members, like some foreign exchanges, it is normally backed by a consortium of banks or other financial institutions.

In the case of forward contracts, which are traded on the interbank market rather than on exchanges, the counterparty is generally a single bank or other financial institution, rather than a group of financial institutions; thus there may be a greater counterparty credit risk. Steben & Company utilizes only those counterparties that it believes to be creditworthy for the Fund. All positions of the Fund are valued each day on a mark-to-market basis. There can be no assurance that any clearing member, clearinghouse or other counterparty will be able to meet its obligations to the Fund.

Contractual Obligations

The Fund does not have any contractual obligations of the type contemplated by Regulation S-K 303(a)(5).  The Fund’s sole business is trading futures and forward currency contracts, both long (contracts to buy) and short (contracts to sell).  

Liquidity

Most United States commodity exchanges limit fluctuations in futures contracts prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” During a single trading day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract has reached the daily limit for that day, positions in that contract can neither be taken nor liquidated. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Fund from promptly liquidating unfavorable positions and subject the Fund to substantial losses which could exceed the margin initially committed to such trades. In addition, even if futures prices have not moved the daily limit, the Fund may not be able to execute futures trades at favorable prices if little trading in such contracts is taking place. Other than these limitations on liquidity, which are inherent in the Fund’s futures trading operations, the Fund’s assets are expected to be highly liquid. Redemptions may be made by a Limited Partner as of the last trading day of any month at the Net Asset Value of the redeemed Units (or portion thereof) on that date, on 15 days prior written notice to the General Partner. Partial redemptions must be for at least $1,000, unless such requirement is waived by the General Partner. In addition, the Limited Partner, if making a partial redemption, must maintain at least $10,000 or his original investment amount, whichever is less, in the Fund unless such requirement is waived by the General Partner.

The entire offering proceeds, without deductions, will be credited to the Fund's bank and brokerage accounts to engage in trading activities and as reserves for that trading. The Fund meets its margin requirements by depositing U.S. government securities with the futures broker and the over-the-counter counterparties. In this way, substantially all of the Fund's assets, whether used as margin for trading purposes or as reserves for such trading, can be invested in U.S. government securities and time deposits with U.S. banks. Investors should note that maintenance of the Fund's assets in U.S. government securities and banks does not reduce the risk of loss from trading futures and forward contracts. The Fund receives all interest earned on its assets. No other person shall receive any interest or other economic benefits from the deposit of Fund assets.

Approximately 10% to 30% of the Fund's assets normally are committed as required margin for futures contracts and held by the futures broker, although the amount committed may vary significantly. Such assets are maintained in the form of cash or U.S. Government Securities in segregated accounts with the futures broker pursuant to the Commodity Exchange Act and regulations there under. Approximately 10% to 30% of the Fund's assets are deposited with over-the-counter counterparties in order to initiate and maintain forward contracts. Such assets are not held in segregation or otherwise regulated under the Commodity Exchange Act, unless such over-the-counter counterparty is registered as a futures commission merchant. These assets are held either in U.S. government securities or short-term time deposits with U.S.-regulated bank affiliates of the over-the-counter counterparties. The remaining 40% to 80% of the Fund's assets will normally be invested in cash equivalents, such as U.S. Treasury bills and commercial paper, and held by the futures broker or the over-the-counter counterparties.

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The Fund's assets are not and will not be, directly or indirectly, commingled with the property of any other person in violation of law or invested with or loaned to Steben & Company or any affiliated entities.

Results of Operations

2007

A Units of the Fund were up 2.74% for the month of January 2007 and B Units were up 2.89%.  In January the Fund generated profits in four out of the six market sectors. The Fund’s strongest gains came from short positions in interest rate instruments. Domestic housing, manufacturing and employment data pointed to unexpected strength in the US economy which dampened prospects for rate cuts and pushed bond prices lower. International bond prices also fell after the UK announced its surprise decision to raise its core interest rate. The Fund’s long positions in equity indices posted gains on upward trends in domestic and international stock indices. Short positions in crude oil and related energy contracts were profitable as unseasonably warm winter weather in the northern hemisphere continued to drive up oil inventories. The Bank of Japan’s decision to hold its core interest rates steady surprised currency markets, driving the yen lower against other foreign currencies including the euro, British pound and US dollar. Metals registered a small loss in January with copper and zinc experiencing a fall in prices that moved against the Fund’s long positions.

A Units of the Fund were down 6.10% for the month of February 2007 and B Units were down 5.96%.  Sharp price reversals in equity indices, currencies and interest rate instruments in the last two days of the month changed the Fund’s picture from a profitable position to disappointing losses. On February 27th, shares in the Chinese stock market fell nearly 9%, which set off a wave of selling in international equity markets. The worldwide sell-off erased earlier gains from the Fund’s long positions in domestic and international equity indices. The Fund’s most significant losses for the month came from short positions in interest rate instruments. Earlier in the month, interest rates began to decline, moving against the Fund’s short positions. Late in the month, government bond prices accelerated higher as investors jumped from equities into the relative “safety” of government bonds. The Japanese yen, which had been declining, strengthened significantly against major currencies, including the U.S. dollar. A rally in energy prices also went against the Fund’s short positions. In the agricultural sector, long positions in the soy complex produced some profit.

A Units of the Fund were down 4.33% for the month of March 2007 and B Units were down 4.19%.  The reversals that began at the end of last month continued to affect the Fund’s performance in early March. The global sell-off in international stock markets that began in the final days of February stretched into the first three days of March, moving against the Fund’s long equity indices positions. Concerns of a slowing Chinese economy changed the demand outlook for physical commodities, including metals and certain agricultural commodities. While commodities had been in a long uptrend, the resulting shift in market sentiment caused prices of commodities to fall which moved against the Fund’s long positions. Short positions in the Japanese yen were particularly impacted as investors continued to buy Japanese yen and sell other foreign currencies. In response to the increased market volatility, the Fund’s trading programs systematically reduced contract positions in each market sector. Eventually the market turmoil subsided and the Fund began a slow recovery. The recovery was not sufficient to offset the earlier losses however, and the Fund ended the month in negative territory.

A Units of the Fund were up 5.44% for the month of April 2007 and B Units were up 5.60%.  Favorable trends in five out of the Fund’s six market sectors yielded profits for the Fund in April. The strongest profits came from foreign currencies, where the U.S. dollar weakened against most foreign currencies. Long positions in the euro, British pound, Australian dollar and New Zealand dollar profited as the US dollar weakened. The fall in the U.S. dollar was fueled after release of the U.S. Federal Reserve Open Market Committee suggested that U.S. interest rates would probably remain steady or be cut later in the year. In equity indices, both domestic and international stock prices continued to rally, which benefited the Fund’s long positions in that sector. Prices for raw materials continued to trend higher, resulting in gains for the Fund's long positions in the base metals markets, including copper and nickel. Analysts renewed expectations of continued demand from China and worries about a lack of supply. Late in the month, prices in precious metals fell sharply, which offset some of the gains in the metals sector. In the Agricultural sector, a fall in cocoa and soybean prices moved against the Fund’s long positions which led to some losses in that sector.

A Units of the Fund were up 5.85% for the month of May 2007 and B Units were up 6.02%.  The Fund profited in May as stock indices, interest rate instruments and foreign currencies offset losses from metals, agricultural commodities and energy. The strongest gains came from interest rate instruments as the Fund’s short positions benefited from a rise in global interest rates. US and international bond prices fell on strong economic data along with continued inflationary concerns. The Fund’s long positions in stock indices benefited from upward trends in both US and international stock indices. Many of the broad equity indices hit new highs, including the S&P 500 which hit its highest level since March 2000. The Fund’s long

15

positions in metals lost ground this month as prices were generally down on concerns over the strength of future Chinese imports. In agricultural commodities, the Fund’s long positions in soybean and bean oil were the sector’s most profitable contracts, although these gains were offset by losses from short positions in coffee.

A Units of the Fund were up 4.15% for the month of June 2007 and B Units were up 4.31%.  The Fund was profitable in June with gains from five of the six major market sectors. Interest rate instruments and foreign currencies generated the Fund’s strongest profits. A downward price trend in interest rate instruments continued from prior months benefiting the Fund's short positions. Stronger than expected US retail sales and hawkish comments from the US Federal Reserve pushed US interest rates higher. In Europe, news of short term rate increases by the European Central Bank pushed international bond prices to multi-year lows including the UK Gilt and the 10-Year German Bund. In related moves, investors generally bought currencies in countries with rising interest rates and sold currencies with lower yielding rates. As a result, the Fund’s long positions in the euro, British pound, Australian and New Zealand dollar profited along with its short positions in the Japanese yen.

2006

A Units of the Fund were up 1.18% for the month of January 2006 and B Units were up 1.33%.  In January, profits from metals, equity indices, energy and agricultural commodities offset losses from interest rate instruments and foreign currencies.  The Fund’s long positions in zinc, aluminum and copper generated the strongest profits in the metals sector.  The strong upward trends in metals from 2005 continued into January as capacity constrained producers tried to keep pace with industrial growth.  Global stock prices also continued their upward trends into 2006 benefiting the Fund’s long positions in equity indices.  Long positions in the energy sector delivered good profits as the price for light crude approached $70 per barrel.  Interest rate instruments were the poorest performing sector this month.  Medium to long-term bond prices declined which went against the Fund’s long positions.

A Units of the Fund were down 1.79% for the month of February 2006 and B Units were down 1.64%.  Losses from energy, metals, foreign currencies and agricultural commodities offset profits from equity indices and interest rate instruments. The Fund’s most significant losses came from long positions in crude oil after the price of crude dropped nearly $10 per barrel following stronger than expected inventory reports.  Prices rebounded somewhat later in the month after reports of violence in Nigeria and an attempted refinery bombing in Saudi Arabia.  Short positions in natural gas produced positive returns as the price continued its strong downward trend despite a short cold snap in North America.  Short positions in the Japanese yen lost ground against several foreign currencies including the USD, euro, Swiss franc and British pound as the yen strengthened amid speculation that Japanese interest rates might be raised sooner than expected.  The best single market was in the interest rates sector, where short positions in the Eurodollar profited from market expectations of further US interest rate hikes.

A Units of the Fund were up 3.84% for the month of March 2006 and B Units were up 4.00%.  Profits in March came from interest rate instruments, equity indices, metals and energy sectors.  The Fund’s most significant profits came from short positions in interest rate instruments.  Worldwide bond prices continued a downward trend that gained momentum following comments from U.S. Federal Reserve and European central bank officials that fueled expectations of further rate hikes.  The Bank of Japan’s decision to drop its policy of “quantitative easing” caused yields on the Japanese government bond to rise sharply, while the yield on the US 10-year Treasury note rose to its highest level since the start of the rate-tightening cycle in June 2004.  Despite rising interest rates, long positions in equity indices in U.S., European and Asian markets benefited from upward trends in those markets.  Metals profits were from long positions in both base and precious metals including silver, which reached a 22 year high.

A Units of the Fund were up 1.64% for the month of April 2006 and B Units were up 1.79%.  The Fund’s most significant profits in April came from long positions in metals and short positions in interest rate instruments. An upward trend in metals prices continued in April with aluminum, copper, gold and silver reaching record highs. The rise in base metals prices were fueled by revised international growth forecasts such as China, which reported a surprising first quarter growth of over 10%. Tensions over Iran’s nuclear pursuits and fears of a potential conflict between the U.S. and Iran helped push gold and silver prices higher. Iran’s threat to withhold critical oil exports drove crude oil prices to record highs, benefiting the Fund’s long energy positions. The Fund’s short positions in long term interest rate instruments profited after the release of key US economic data sent bond prices lower. Statements from the U.S. Federal Reserve suggesting it might be close to ending the rate tightening policy caused a sell-off in the US dollar. The falling dollar hurt the Fund’s short foreign currency positions.

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A Units of the Fund were down 2.50% for the month of May 2006 and B Units were down 2.36%.  Price reversals across multiple market segments resulted in a net loss for the Fund in May. Equity market prices fell sharply on inflation concerns and speculation on whether the U.S. Federal Reserve would continue its rate tightening policy. The trend reversals in domestic and international stock indices, including the Nikkei, FTSE, S&P and CAC, hurt the Fund’s long indices positions. Prices in energy contracts including light crude and heating oil fell from previous month’s highs as China announced its intention to allow further appreciation in the value of the Yuan. The higher priced currency would make Chinese exports more expensive and thus curb demand for raw materials. Energy and other commodity prices tumbled on the news, hurting the Fund’s long energy and metals positions. Despite a pull-back from record highs however, net profits from metals prices remained positive.

A Units of the Fund were down 1.43% for the month of June 2006 and B Units were down 1.28%.  Price reversals across several market sectors resulted in a net loss for the Fund in June. Economists speculated that price reversals in stock indices, metals and currencies were a consequence of short-term interest rate increases by the world’s central banks. The Fund's short positions in the US dollar relative to some foreign currencies, including the British pound, Euro and Australian dollar were negatively impacted by a rise in the US currency this month. Base metal prices including copper, nickel, zinc and aluminum fell on expectations of slower economic growth, hurting the Fund’s long positions. International equity indices including the Nikkei 225, DAX, and S&P 500 also moved lower and against the Fund’s long positions in those contracts. Profits from short positions in interest rate instruments offset some of the losses from the other sectors, although bond prices experienced significant price volatility during the month. The energy sector held on to modest profits as crude oil prices fell from earlier highs following positive news in Iraq and some easing of political tensions over Iran’s nuclear program.

Past Performance is Not Indicative of Future Results.

Disclosures about Certain Trading Activities that Include Non-exchange Traded Contracts Accounted for at Fair Value

The Fund invests in futures and forward currency contracts. The market value of futures (exchange-traded) contracts is determined by the various futures exchanges, and reflects the settlement price for each contract as of the close of the last business day of the reporting period. The market value of forward (non-exchange traded) contracts is extrapolated on a forward basis from the spot prices quoted as of 5:00 P.M. (E.T.) of the last business day of the reporting period.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

 The Fund is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or a substantial amount of the Fund's assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Fund's main line of business.

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

 The Fund acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Fund's past performance is not indicative of its future results.

    Value at Risk is a measure of the maximum amount which the Fund could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Fund's speculative trading and the recurrence in the markets traded by the Fund of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Fund's experience to date (i.e., "risk of ruin"). Risk of ruin is defined to be no more than a 5% chance of losing 20% or more on a monthly basis. In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification included in this section should not be considered to constitute any assurance or representation that the Fund's losses in any market sector will be limited to Value at Risk or by the Fund's attempts to manage its market risk.

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Standard of Materiality

Materiality as used in this section, "Quantitative and Qualitative Disclosures about Market Risk," is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, and multiplier features of the Fund's market sensitive instruments.

Quantifying the Fund’s Trading Value at Risk

Quantitative Forward-Looking Statements

         The following quantitative disclosures regarding the Fund's market risk exposures contain "forward-looking statements" within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact (such as the dollar amount of maintenance margin required for market risk sensitive instruments held at the end of the reporting period).

         The Fund's risk exposure in the various market sectors traded by the Fund’s Trading Advisors is quantified below in terms of Value at Risk. Due to mark-to-market accounting, any loss in the fair value of the Fund's open positions is directly reflected in the Fund's earnings (realized or unrealized).

         Exchange maintenance margin requirements have been used by the Fund as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95% - 99% of any one-day interval. The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component which is not relevant to Value at Risk.

         In the case of market sensitive instruments which are not exchange-traded (which includes currencies and some energy products and metals in the case of the Fund), the margin requirements for the equivalent futures positions have been used as Value at Risk. In those cases in which a futures-equivalent margin is not available, dealers' margins have been used.

         In the case of contracts denominated in foreign currencies, the Value at Risk figures include foreign margin amounts converted into U.S. dollars with an incremental adjustment to reflect the exchange rate risk inherent to the dollar-based Fund in expressing Value at Risk in a functional currency other than dollars.

         In quantifying the Fund's Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed.  Consequently, the margin requirements applicable to the open contracts have simply been aggregated to determine each trading category's aggregate Value at Risk. The diversification effects resulting from the fact that the Fund's positions are rarely, if ever, 100% positively correlated have not been reflected.

      Value at Risk as calculated herein may not be comparable to similarly titled measures used by others.

The Fund’s Trading Value at Risk in Different Market Sectors

The following tables indicate the trading Value at Risk associated with the Fund's open positions by market category as of June 30, 2007.  All open position trading risk exposures of the Fund have been included in calculating the figures set forth below. As of April 30, May 31, and June 30, 2007, the Fund's total capitalization was $501,945,644, $527,203,724 and $554,075,060 respectively.

18

SECOND QUARTER 2007   

	April VaR	% of Total	May VaR	% of Total	June VaR	% of Total
Market Sector	Value at Risk	Capitalization	Value at Risk	Capitalization	Value at Risk	Capitalization
Agricultural	$4,409,027	0.88%	$5,000,342	0.95%	$6,060,694	1.09%
Currency	$39,091,644	7.79%	$37,390,529	7.09%	$40,425,495	7.30%
Energy	$4,281,278	0.85%	$5,251,348	1.00%	$7,311,527	1.32%
Financial Indices	$23,138,867	4.61%	$26,088,435	4.95%	$22,520,701	4.06%
Interest Rates	$18,334,670	3.65%	$22,859,626	4.34%	$24,747,765	4.47%
Metals	$11,672,862	2.33%	$7,791,476	1.48%	$6,879,291	1.24%
Total	$100,928,348	20.11%	$104,381,756	19.81%	$107,945,474	19.48%
Total Fund Capitalization	501,945,644		527,203,724		554,075,060

         Of the 16.25% return for the quarter ended June 30, 2007 for A Units, approximately 19.25% was due to trading gains (after commissions) and approximately 1.41% was due to interest income, offset by approximately (4.41%) in performance fees, management fees, selling agent fees and operating costs borne by the Fund.  Of the 16.78% return for the quarter ended June 30, 2007 for B Units, approximately 19.26% was due to trading gains (after commissions) and approximately 1.41% was due to interest income, offset by approximately (3.89%) in performance fees, management fees, selling agent fees and operating costs borne by the Fund.

Material Limitations on Value at Risk as an Assessment of Market Risk.

         The face value of the market sector instruments held by the Fund is typically many times the applicable maintenance margin requirement (maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Fund. The magnitude of the Fund's open positions creates a "risk of ruin" not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions - unusual, but historically recurring from time to time - could cause the Fund to incur severe losses over a short period of time. The foregoing Value at Risk tables - as well as the past performance of the Fund - gives no indication of this "risk of ruin."

Non-Trading Risk

         The Fund has non-trading market risk on its foreign cash balances not needed for margin.  However, these balances (as well as the market risk they represent) are immaterial. The Fund also has non-trading market risk as a result of investing a substantial portion of its available assets in U.S. government sponsored securities and high grade commercial paper. The market risk represented by these investments is immaterial.

Qualitative Disclosures Regarding Primary Trading Risk Exposures.

         The following qualitative disclosures regarding the Fund's market risk exposures - except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Fund manages its primary market risk exposures - constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Fund's primary market risk exposures as well as the strategies used and to be used by the Fund’s Trading Advisors for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Fund's risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Fund. There can be no assurance that the Fund's current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in the Fund.

19

         The following were the primary trading risk exposures of the Fund as of June 30, 2007, by market sector.

Currencies

         Exchange rate risk is the principal market exposure of the Fund. The Fund's currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. The Fund trades in a large number of currencies, including cross-rates - i.e., positions between two currencies other than the U.S. Dollar.  The General Partner does not anticipate that the risk profile of the Fund's currency sector will change significantly in the future.

Interest Rates

         Interest rate risk is a significant market exposure of the Fund. Interest rate movements directly affect the price of the sovereign bond futures positions held by the Fund 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 materially impact the Fund's profitability. The Fund'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 Fund for the foreseeable future.

Stock Indices

         The Fund's primary equity exposure is to equity price risk in many countries other than the United States. The stock index futures traded by the Fund are limited to futures on broadly based indices. The Fund is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European and Japanese indices.  (Static markets would not cause major market changes but would make it difficult for the Fund to avoid being "whipsawed" into numerous small losses.)

Energy

         The Fund's primary energy market exposure is to gas and oil price movements, often resulting from political developments and ongoing conflicts in the Middle East.  As of June 30, 2007, crude oil, heating oil and unleaded gas are the dominant energy market exposures of the Fund. Oil and gas prices can be volatile and substantial profits and losses have been and are expected to continue to be experienced in this market.

Metals

         The Fund's metals market exposure is to fluctuations in the price of aluminum, copper, gold, nickel and zinc.

Agricultural

         During 2007, the Fund's agricultural exposure was to soybeans, wheat, corn, coffee and cotton.

Qualitative Disclosures Regarding Non-Trading Risk Exposure.

         The following were the only non-trading risk exposures of the Fund as of June 30, 2007:

Foreign Currency Balances

         The Fund's primary foreign currency balances are in Euros, Japanese Yen, British Pounds, Australian Dollars, Hong Kong dollars and Canadian dollars. The Fund controls the non-trading risk of these balances by regularly converting these balances back into U.S. dollars (no less frequently than once a week).

20

Commercial Paper Positions

 The Fund utilizes UBS Financial Services, Inc. as its cash management securities broker for the investment of some margin excess amounts into short-term fixed income instruments including high grade commercial paper (interest bearing with some credit risk) and U.S. government sponsored securities with durations no longer than one year.  Violent fluctuations in prevailing interest rates could cause immaterial mark-to-market losses on the Fund's fixed-income instruments, although substantially all of these short-term investments are held to maturity.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

         The means by which the Fund and the Fund’s Trading Advisors, severally, attempt to manage the risk of the Fund's open positions is essentially the same in all market categories traded. The Fund’s Trading Advisors apply risk management policies to their respective trading which generally limit the total exposure that may be taken. In addition, the Trading Advisors generally follow proprietary diversification guidelines (often formulated in terms of the balanced volatility between markets and correlated groups), as well as imposing "stop-loss" points at which open positions must be closed out.

         The Fund is unaware of any (i) anticipated known demands, commitments or capital expenditures; (ii) material trends, favorable or unfavorable, in its capital resources; or (iii) trends or uncertainties that will have a material effect on operations. From time to time, certain regulatory agencies have proposed increased margin requirements on futures contracts. Because the Fund generally will use a small percentage of assets as margin, the Fund does not believe that any increase in margin requirements, as proposed, will have a material effect on the Fund's operations.

Item 4: Controls and Procedures

Steben & Company, Inc., the General Partner of the Fund, with the participation of the General Partner's Chief Executive Officer and Chief Financial Officer (principal executive officer and principal financial officer, respectively), has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Fund as of the end of the period covered by this quarterly report. Based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in the General Partner's internal control over financial reporting applicable to the Fund identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter that have materially affected, or is reasonably likely to materially affect, internal control over financial reporting applicable to the Fund.

21

PART II-OTHER INFORMATION

Item 1: Legal Proceedings.

      None

Item 1A: Risk Factors.

There have been no material changes from the risk factors disclosed in the Fund’s Form 10-K for the year-ended December 31, 2006.

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

Between April and June 2007, the Fund issued Units at monthly closings as set forth in the following chart. However, pursuant to Regulation Section 229.701 Item 701(d), the Fund enjoys the private offering exemption within the Securities Exchange Act of 1933 Section 4(2). The Fund is privately offered and sold to “accredited investors” as defined in Securities Exchange Act of 1933 Rule 501(a).

Schedule on Number and Dollar Amount of Interests
(Additions)
(Includes both A and B Units)
	Dollar Amount	Number of
Month	of Interests	Additional Units
	Sold	Sold
April 2007	4,188,263.00	1,125.1443
May 2007	6,885,429.42	1,791.3792
June 2007	11,413,723.17	2,842.8526

Item 3: Defaults Upon Senior Securities

      Not applicable.

Item 4: Submissions of Matters to a vote of Security Holders.

      None

Item 5: Other Information

      None

Item 6: Exhibits.

      (a)   Exhibits and Index.

The following exhibits filed herewith.

22

Exhibit No.	Description of Document	Page No.
31.01	Certification of Kenneth E. Steben, Chief Executive Officer,  pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.	E-2
31.02	Certification of Ahmed S. Hassanein, Chief Financial Officer, pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.	E-3
32.01	Certification of Kenneth E. Steben, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.	E-4
32.02	Certification of Ahmed S. Hassanein, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.	E-5

(b) Reports.

          None.

23

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.

FUTURES PORTFOLIO FUND

LIMITED PARTNERSHIP

(Registrant)                        

By:

Steben & Company, Inc.

General Partner

By:  

/s/ Kenneth E. Steben

August 14, 2007

Kenneth E. Steben

Chief Executive Officer

(Principal Executive Officer)

By:  

/s/ Ahmed S.Hassanein

August 14, 2007

Ahmed S. Hassanein

Chief Financial Officer

(Principal Financial Officer)

E-1

EXHIBIT 31.01

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

I, Kenneth E. Steben, Chief Executive Officer of Steben & Company, Inc., the General Partner of Futures Portfolio Fund Limited Partnership (the “Company”), certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of the Company;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:    

/s/ Kenneth E. Steben

Date:  August 14, 2007

Kenneth E. Steben

Chief Executive Officer (Principal Executive Officer)

E-2

EXHIBIT 31.02

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

I, Ahmed S. Hassanein, Chief Financial Officer of Steben & Company, Inc., the General Partner of Futures Portfolio Fund Limited Partnership (the “Company”), certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of the Company;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:

/s/ Ahmed S. Hassanein

Date: August 14, 2007

Ahmed S. Hassanein

Chief Financial Officer

(Principal Financial Officer)

E-3

EXHIBIT 32.01

Section 1350 Certification

In connection with this quarterly report of Futures Portfolio Fund Limited Partnership (the “Company”) on Form 10-Q for the quarter ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (this “Report”) I, Kenneth E. Steben, Chief Executive Officer of Steben & Company, Inc., the General Partner of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant of the Sarbanes-Oxley Act of 2002, that:

1.  This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.  The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company .

By:       

/s/ Kenneth E. Steben

Date:  August 14, 2007

Kenneth E. Steben

Chief Executive Officer

(Principal Executive Officer)

E-4

EXHIBIT 32.02

Section 1350 Certification

In connection with this quarterly report of Futures Portfolio Fund Limited Partnership (the “Company”) on Form 10-Q for the quarter ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (this “Report”) , I, Ahmed Hassanein, C hief Financial Officer of Steben & Company, Inc. , the General Partner of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant of the Sarbanes-Oxley Act of 2002, that:

1.  This Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.  The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company .

By:

/s/ Ahmed S. Hassanein

Date:  August 14, 2007

Ahmed S. Hassanein

Chief Financial Officer

(Principal Financial Officer)

NY1 5702779v.4

E-5