10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2008

OR

£ TRANSITION REPORT PURSUANT 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, Maryland20850

(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 T     No o

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 T

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

Aggregate market value of the voting and non-voting common equity held by non-affiliates: the registrant is a limited partnership; as of September 30, 2008, 106,264.5266 Class A units and 44,265.3330 Class B units with an aggregate value of $454,282,796 and $242,470,228 respectively, were outstanding.

Table of Contents

Part I:	Financial Information	1
Item 1.	Financial Statements	1
	Statements of Financial Condition September 30, 2008 (Unaudited) and December 31, 2007 (Audited)	1
	Condensed Schedule of Investments September 30, 2008 (Unaudited)	2
	Condensed Schedule of Investments December 31, 2007 (Audited)	4
	Statements of Operations For the Three and Nine Months Ended September 30, 2008 and 2007 (Unaudited)	6
	Statements of Cash Flows For the Nine Months Ended September 30, 2008 and 2007 (Unaudited)	7
	Statements of Changes in Partners' Capital (Net Asset Value) For the Nine Months Ended September 30, 2008 and 2007 (Unaudited)	8
	Notes to Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 4.	Controls and Procedures	26
Part II:	Other Information	26
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults upon Senior Securities	26
Item 4.	Submission of Matters to a Vote of Security Holders	26
Item 5.	Other Information	26
Item 6.	Exhibits	26

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

STATEMENTS OF FINANCIAL CONDITION

September 30, 2008 (Unaudited) and December 31, 2007 (Audited)

	September 30,			December 31,
	2008			2007
ASSETS
Equity in broker trading accounts
Cash	$	70,173,684		$	61,033,411
Interest receivable		132,170			239,155
Net unrealized gain on open futures contracts		23,817,475			31,261,259
Deposits with brokers		94,123,329			92,533,825
Cash and cash equivalents		28,417,805			24,504,401
Commercial paper (cost - $388,787,163 and $392,780,866)		392,548,439			396,351,403
United States government and government sponsored agency securities (cost - $207,472,646 and $48,771,500)		208,354,198			49,838,000
Net unrealized loss on open forward currency contracts		(4,771,877	)		(973,940	)
Net unrealized gain on open swap contracts		8,413			-
Total assets	$	718,680,307		$	562,253,689
LIABILITIES
Accounts payable - General Partner	$	1,080,870		$	888,469
Commissions and other trading fees on open contracts		75,724			99,972
General Partner management fee		1,143,206			896,247
General Partner 1 percent allocation		621,241			250,318
Advisor management fees		1,505,427			1,353,970
Advisor incentive fees		3,572,823			4,301,628
Selling agents' fee		805,151			646,034
Redemptions payable		4,518,384			4,753,938
Subscriptions received in advance		8,604,457			3,956,128
Total liabilities		21,927,283			17,146,704
PARTNERS' CAPITAL (Net Asset Value)
Class A Interests - 106,264.5266 units and 94,188.7078 units outstanding at September 30, 2008 and December 31, 2007		454,282,796			364,289,314
Class B Interests - 44,265.3330 units and 36,968.6171 units outstanding at September 30, 2008 and December 31, 2007		242,470,228			180,817,671
Total partners' capital  (net asset value)		696,753,024			545,106,985
Total liabilities and partners' capital	$	718,680,307		$	562,253,689

The accompanying notes are an integral part of these financial statements.

1

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

CONDENSED SCHEDULE OF INVESTMENTS

September 30, 2008

(Unaudited)

UNITED STATES GOVERNMENT AND GOVERNMENT SPONSORED AGENCY SECURITIES
		Maturity					% of Net
Face Value		Date	Description	Value			Asset Value
$	67,000,000	10/16/08	US Treasury Bill, 1.374%*	$	66,959,071			9.61	%
	67,000,000	01/08/09	US Treasury Bill, 1.820%*		66,661,277			9.57	%
	75,204,000	01/02/09	Fed Home Ln Discount Nt, 2.42%		74,733,850			10.73	%
			Total United States government and government sponsored agency securities (cost - $207,472,646)	$	208,354,198			29.91	%
COMMERCIAL PAPER
		Maturity					% of Net
Face Value		Date	Description	Value			Asset Value
$	35,000,000	10/29/08	Abbey Natl N America LLC, 2.87%	$	34,921,872			5.01	%
	35,000,000	10/29/08	Societe Generale N Amer, 3.01%		34,918,061			5.01	%
	15,000,000	11/05/08	Citigroup Funding Inc, 2.78%		14,959,459			2.15	%
	50,000,000	11/05/08	UBS Finance Delaware LLC, 2.865%		49,860,729			7.16	%
	18,000,000	11/10/08	Societe Generale N Amer, 2.77%		17,944,600			2.58	%
	13,000,000	12/11/08	Abbey Natl N America LLC, 2.98%		12,923,596			1.85	%
	10,000,000	12/11/08	American Express Credit, 2.98%		9,941,228			1.43	%
	48,000,000	12/11/08	General Elec Cap Corp, 2.81%		47,733,987			6.85	%
	48,000,000	12/11/08	HSBC Finance Corp, 2.88%		47,727,360			6.85	%
	48,000,000	12/11/08	Morgan Stanley, 3.04%		47,712,213			6.85	%
	33,000,000	12/11/08	UBS Finance Delaware LLC, 3.07%		32,800,194			4.71	%
	41,670,000	03/10/09	Citigroup Funding Inc, 3.05%		41,105,140			5.90	%
			Total commercial paper securities (cost - $388,787,163)	$	392,548,439			56.35	%
LONG FUTURES CONTRACTS**
				Unrealized gain (loss)			% of Net
			Description	on open long contracts			Asset Value
			Agricultural	$	(1,784,683	)		(0.26	%)
			Currency		(106,768	)		(0.02	%)
			Energy		158,012			0.02	%
			Interest rate		650,553			0.09	%
			Metal		(8,867,648	)		(1.27	%)
			Stock index		906,226			0.13	%
			Total long futures contracts	$	(9,044,308	)		(1.31	%)
SHORT FUTURES CONTRACTS**
				Unrealized gain (loss) on			% of Net
			Description	open short contracts			Asset Value
			Agricultural	$	10,249,073			1.47	%
			Currency		308,753			0.04	%
			Energy		2,749,955			0.39	%
			Interest rate		(866,501	)		(0.12	%)
			Metal		14,401,312			2.07	%
			Stock index		6,019,191			0.86	%
			Total short futures contracts	$	32,861,783			4.71	%
			Total futures contracts	$	23,817,475			3.40	%
The accompanying notes are an integral part of these financial statements.

2

LONG FINANCIAL SWAP CONTRACTS**
		Unrealized loss			% of Net
	Description	on open long contracts			Asset Value
	Agricultural	$	(490,600	)		(0.07	%)
	Total long financial swap contracts	$	(490,600	)		(0.07	%)
SHORT FINANCIAL SWAP CONTRACTS**
		Unrealized gain			% of Net
	Description	on open short contracts			Asset Value
	Agricultural	$	499,013			0.07	%
	Total short financial swap contracts	$	499,013			0.07	%
	Total financial swap contracts	$	8,413			0.00	%
FORWARD CURRENCY CONTRACTS**
		Unrealized gain (loss)			% of Net
	Description	on open long/short contracts			Asset Value
	Long forward currency contracts	$	(1,795,479	)		(0.26	%)
	Short forward currency contracts		(2,976,398	)		(0.43	%)
	Total forward currency contracts	$	(4,771,877	)		(0.69	%)

*Pledged as collateral for the trading of futures and options on futures contracts.

**No individual futures, forward currency, or swap contract position constituted greater than 5 percent of net asset value. Accordingly, the number of contracts and expiration dates are not presented.

The accompanying notes are an integral part of these financial statements.

3

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

CONDENSED SCHEDULE OF INVESTMENTS

December 31, 2007

(Audited)

UNITED STATES GOVERNMENT SECURITIES
		Maturity					% of Net
Face Value		Date	Description	Value			Asset Value
$	10,000,000	01/24/08	US Treasury Bill, 4.860%	$	9,967,600			1.83	%
	8,000,000	01/24/08	US Treasury Bill, 4.860%		7,974,080			1.46	%
	32,000,000	01/24/08	US Treasury Bill, 4.860%		31,896,320			5.85	%
			Total United States government securities (cost - $48,771,500)*	$	49,838,000			9.14	%
COMMERCIAL PAPER
		Maturity					% of Net
Face Value		Date	Description	Value			Asset Value
$	35,180,000	01/10/08	UBS Finance Delaware LLC, 5.19%	$	35,134,354			6.45	%
	26,083,000	01/14/08	Societe Generale N Amer, 5.175%		26,034,257			4.78	%
	26,714,000	03/13/08	HSBC Finance Corp, 4.91%		26,451,669			4.85	%
	22,533,000	04/17/08	Calyon North America Inc, 4.705%		22,217,892			4.08	%
	45,000,000	04/24/08	Bank of America Corp, 4.65%		44,337,375			8.13	%
	45,195,000	04/28/08	Morgan Stanley, 4.91%		44,467,637			8.16	%
	20,456,000	05/01/08	Citigroup Funding Inc, 4.58%		20,141,103			3.69	%
	30,655,000	05/01/08	General Elec Cap Corp, 4.47%		30,194,434			5.54	%
	11,000,000	05/01/08	UBS Finance Delaware LLC, 4.54%		10,832,146			1.99	%
	17,990,000	05/07/08	HSBC Finance Corp, 4.43%		17,708,851			3.25	%
	15,264,000	05/07/08	Societe Generale N Amer, 4.54%		15,019,530			2.76	%
	43,035,000	06/05/08	Merrill Lynch & Co, 4.89%		42,123,088			7.73	%
	15,000,000	06/09/08	General Elec Cap Corp, 4.53%		14,698,000			2.70	%
	23,000,000	06/10/08	Calyon North America Inc, 4.7%		22,516,553			4.13	%
	25,000,000	06/10/08	Credit Suisse New York, 4.7%		24,474,514			4.49	%
			Total commercial paper(cost - $392,780,866)	$	396,351,403			72.73	%
LONG FUTURES CONTRACTS**
				Unrealized gain (loss)			% of Net
			Description	on open long contracts			Asset Value
			Agricultural	$	12,384,858			2.27	%
			Currency		(509,514	)		(0.09	%)
			Energy		9,308,530			1.71	%
			Interest rate		5,952,412			1.09	%
			Metal		1,156,795			0.21	%
			Stock index		183,977			0.03	%
			Total long futures contracts	$	28,477,058			5.22	%
SHORT FUTURES CONTRACTS**
				Unrealized gain (loss) on			% of Net
			Description	open short contracts			Asset Value
			Agricultural	$	(92,135	)		(0.02	%)
			Currency		(888,121	)		(0.16	%)
			Energy		(1,899,737	)		(0.35	%)
			Interest rate		699,401			0.13	%
			Metal		4,059,755			0.74	%
			Stock index		905,038			0.17	%
			Total short futures contracts	$	2,784,201			0.51	%
			Total futures contracts	$	31,261,259			5.73	%
The accompanying notes are an integral part of these financial statements.

4

FORWARD CURRENCY CONTRACTS**
		Unrealized gain (loss)			% of Net
	Description	on open long/short contracts			Asset Value
	Long forward currency contracts	$	(1,814,218	)		(0.33	%)
	Short forward currency contracts		840,278			0.15	%
	Total forward currency contracts	$	(973,940	)		(0.18	%)

*Pledged as collateral for the trading of futures and options on futures contracts.

**No individual futures or forward currency contract position constituted greater than 1 percent of net asset value. Accordingly, the number of contracts and expiration dates are not presented.

The accompanying notes are an integral part of these financial statements.

5

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended September 30, 2008and 2007

 (Unaudited)

_____________

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
TRADING GAINS
Net realized gain (loss)	$	(17,407,249	)	$	(70,469,924	)	$	122,910,706		$	(18,809,640	)
Change in unrealized gain (loss)		(32,409,033	)		10,565,908			(11,233,308	)		14,046,457
Brokerage commissions		(578,707	)		(107,283	)		(1,601,441	)		(809,823	)
Net gain (loss) from trading		(50,394,989	)		(60,011,299	)		110,075,957			(5,573,006	)
NET INVESTMENT LOSS
Income
Interest income		4,250,117			6,958,395			14,779,999			20,243,867
Expenses
General Partner management fee		3,267,502			2,441,679			9,410,879			7,502,768
General Partner 1 percent allocation		(591,773	)		(618,710	)		621,241			(214,287	)
Advisor management fees		2,798,548			2,296,517			8,235,991			7,290,543
Advisor incentive fees		3,572,159			1,095,991			35,230,213			12,302,931
Selling agents' fee		2,294,877			1,764,792			6,677,820			5,437,835
Operating expenses		2,560,381			1,562,453			5,430,445			4,549,794
Total expenses		13,901,694			8,542,722			65,606,589			36,869,584
Operating expenses waived		(1,461,050	)		(343,384	)		(2,253,515	)		(984,334	)
Net total expenses		12,440,644			8,199,338			63,353,074			35,885,250
Net investment loss		(8,190,527	)		(1,240,943	)		(48,573,075	)		(15,641,383	)
NET INCOME (LOSS)	$	(58,585,516	)	$	(61,252,242	)	$	61,502,882		$	(21,214,389	)

	Three Months Ended September 30,												Nine Months Ended September 30,
	2008						2007						2008				2007
	Class A			Class B			Class A			Class B			Class A		Class B		Class A			Class B
INCREASE (DECREASE) IN NET ASSET VALUE PER UNIT	$	(394.66	)	$	(478.97	)	$	(444.27	)	$	(536.89	)	$	407.37	$	586.55	$	(172.42	)	$	(154.49	)

The accompanying notes are an integral part of these financial statements.

6

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30,2008and 2007

 (Unaudited)

__________

	2008			2007
Cash flows from operating activities
Net income (loss)	$	61,502,882		$	(21,214,389	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Net change in unrealized (gain) loss		11,233,308			(14,046,457	)
Decrease in interest receivable		106,985			447,959
(Increase) decrease in General Partner 1 percent allocation		370,923			(562,080	)
Increase (decrease) in accounts payable and accrued expenses		(3,119	)		2,755,194
Net proceeds (purchases) of investments in United States government and government sponsored agency securities		(158,516,198	)		86,382,321
Net proceeds (purchases) of commercial paper		3,802,964			(199,770,176	)
Net cash used in operating activities		(81,502,255	)		(146,007,628	)
Cash flows from financing activities
Additions of units		147,677,830			69,597,626
Subscriptions received in advance		8,604,457			3,999,463
Redemption of units		(61,726,355	)		(53,408,724	)
Net cash from financing activities		94,555,932			20,188,365
Net increase (decrease) in cash		13,053,677			(125,819,263	)
Cash and cash equivalents
Beginning of period		85,537,812			169,619,735
End of period	$	98,591,489		$	43,800,472
End of period cash consists of:
Cash in broker trading accounts	$	70,173,684		$	21,596,635
Cash and cash equivalents		28,417,805			22,203,837
Total end of period cash	$	98,591,489		$	43,800,472

The accompanying notes are an integral part of these financial statements.

7

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

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

For the Nine Months Ended September 30, 2008and 2007

 (Unaudited)

__________

	Class A Interests						Class B Interests
	Units			Value			Units			Value			Total
Nine Months Ended September 30, 2008
Balances at December  31, 2007		94,188.7078		$	364,289,314			36,968.6171		$	180,817,671		$	545,106,985
Net income for the nine months ended September 30, 2008		-			39,577,371			-			21,925,511			61,502,882
Additions		22,398.8129			95,765,492			10,309.8664			55,868,466			151,633,958
Redemptions		(10,156.9137	)		(44,638,161	)		(3,144.1560	)		(16,852,640	)		(61,490,801	)
Transfers		(166.0804	)		(711,220	)		131.0055			711,220			-
Balance at September 30, 2008		106,264.5266		$	454,282,796			44,265.3330		$	242,470,228		$	696,753,024
	Class A Interests						Class B Interests
	Units			Value			Units			Value			Total
Nine Months Ended September 30, 2007
Balances at December 31, 2006		91,632.3257		$	341,384,123			35,151.8276		$	162,675,970		$	504,060,093
Net loss for the nine months ended September 30, 2007		-			(15,734,551	)		-			(5,479,838	)		(21,214,389	)
Additions		13,361.0115			48,855,501			6,002.8934			27,316,693			76,172,194
Redemptions		(8,994.5130	)		(33,350,824	)		(3,977.7045	)		(18,250,091	)		(51,600,915	)
Transfers		(473.3879	)		(1,736,540	)		378.8123			1,736,540			-
Balance at September 30, 2007		95,525.4363		$	339,417,709			37,555.8288		$	167,999,274		$	507,416,983

Net Asset Value Per Unit
September 30, 2008				December 31, 2007				September 30, 2007				December 31, 2006
Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
$	4,275.02	$	5,477.66	$	3,867.65	$	4,891.11	$	3,553.17	$	4,473.32	$	3,725.59	$	4,627.81

The accompanying notes are an integral part of these financial statements.

8

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

__________

Note 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General Description of the Fund:

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

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

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

Classes of Interests:

The Fund 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. 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 or outstanding units of Class A or Class B.

Significant accounting policies are as follows:

Use of Estimates:

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition:

Futures, options on futures, forward currency, and swap contracts are recorded on a trade date basis, and gains or losses are realized when contracts are liquidated. Unrealized gains and losses on open contracts (the difference between contract trade price and fair value) 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 (“FASB”) No. 39 – Offsetting of Amounts Related to Certain Contracts, as amended by FASB No. 39-1 – Amendment of FASB Interpretation No. 39 (“FIN 39-1”). Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations.

9

Cash and Cash Equivalents:

Cash equivalents are highly liquid investments with an original maturity of three months or less at the date of acquisition that are not held for sale in the normal course of business. The Fund is at risk to the extent that it maintains balances with such institutions in excess of insured limits.  As of September 30, 2008, cash balances held at Newedge USA, LLC and Bank of America are $90,080,421 and $8,508,195, respectively.  As of December 31, 2007, cash balances held at Newedge USA, LLC and Bank of America are $80,795,179 and $4,683,674, respectively.

Brokerage Commissions:

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

Redemption Payable:

Redemptions payable represent redemptions approved by the General Partner prior to period end, including those that are not effective until subsequent periods.  These redemptions have been recorded using the period end net asset value per unit in accordance with the provisions of Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.

Income Taxes:

The Fund prepares calendar year U.S. and applicable state tax returns.  The Fund is not subject to federal income taxes as each partner is individually liable for his or her allocable share of the Fund’s income, expenses and trading gains or losses.  The Fund, however, may be required to file returns in various state and local jurisdictions as a result of its operations or the residency of its partners.

Fair Value of Financial Instruments:

The Fund accounts for certain assets and liabilities at fair value under various accounting literature and applicable industry guidance.  The Fund adopted Statement of Financial Accounting Standard No. 157, Fair Value Measurement (SFAS No. 157) on January 1, 2008.  SFAS No. 157 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements.  In accordance with SFAS No. 157, the Fund has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair value hierarchy.  The fair value gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).  If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Financial assets and liabilities recorded on the statement of financial condition at September 30, 2008 are categorized as Level 1 or Level 2 based on the inputs to the valuation techniques.  Level 1 means they are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Fund has the ability to access. Level 2 means they are based on quoted prices for similar assets or liabilities in an active market that the Fund has the ability to access.

The fair values of Level 1 and Level 2 financial instruments at September 30, 2008, consisted of the following:

	Level 1		Level 2
Commercial paper	$	-	$	392,548,439
United States government and government sponsored agency securities		133,620,348		74,733,850
Swap contracts		-		8,413
Forward currency contracts		-		(4,771,877	)
Futures contracts		23,817,475		-
Total	$	157,437,823	$	462,518,825

The fair values of forward currency and futures contracts are based upon an underlying asset, index, or reference rate or a combination of these factors. The fair value of swap contracts are based upon daily reports from the swap counterparty that may be corroborated against the fair value of the underlying futures contracts. The Fund uses some, and when applicable, all of these financial instruments as part of its trading activities.  The recorded values of commercial paper and United States government and government sponsored agency securities are based on the amortized cost carrying amounts due to the short-term maturity of the instruments. Therefore, their carrying amounts approximate their fair values.

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The fair value of the Fund’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.

Foreign Currency Transactions:

The Fund’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 net trading gains and losses.

Recently Adopted Accounting Pronouncements:

As discussed above, adoption of SFAS 157 did not have a material effect on the Fund’s statements of financial condition, operations or cash flows.

In April 2007 the FASB issued Interpretation No. 39-1, Amendment of FASB Interpretation No. 39 (“FIN 39-1”).  FIN 39-1 defines “right of setoff” and specifies what conditions must be met for a derivative contract to qualify for this right of setoff.  It also addresses the applicability of a right of setoff to derivative instruments and clarifies the circumstances in which it is appropriate to offset amounts recognized for multiple derivative instruments executed with the same counterparty under a master netting arrangement and fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) arising from the same master netting arrangement as the derivative instruments.  This interpretation is effective for fiscal years beginning after November 15, 2007.  The adoption of FIN 39-1 did not have a material impact on the Fund’s financial statements.

Recent Accounting Pronouncement:

In March 2008, the FASB issued Statement of Financial Accounting Standards No 161 (SFAS No. 161), Disclosures about Derivative Instruments and Hedging Activities.  SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to provide users of financial statements with an enhanced understanding of the use of derivative instruments, accounting for derivative instruments and related hedged items, and the affect on an entity’s financial position, financial performance, and cash flows.  This Statement requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, as well as disclosures about credit-risk related to contingent features in derivative agreements.  SFAS No. 161 is effective for financial statements issued for the Fund’s first fiscal year beginning after November 15, 2008.  The Fund is currently evaluating the impact, if any, that this statement will have on its disclosures related to derivative instruments.

Note 2: GENERAL PARTNER

The General Partner of the Fund is Steben & Company, Inc., which conducts and manages the business of the Fund.  During the nine months ended September 30, 2008 and 2007, the General Partner did not maintain a capital balance in the Fund; however, the sole shareholder of the General Partner has an investment in Class B Interests of the Fund.

During the nine months ended September 30, 2008and 2007, 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 (2.00 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.

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· 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 0.20 percent (0.20 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 Fund’s net assets, as defined.  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

The Fund has Advisory Agreements with various commodity trading advisors, pursuant to which the Fund pays each commodity trading advisor a monthly or quarterly management fee equal to 0 percent, 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, 25 percent or 30 percent of net new Trading Profits (as separately defined in each respective Advisory Agreement).

Note 4: DEPOSITS WITH BROKERS

The Fund 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 Fund earns interest income on its assets deposited with the brokers.

Note 5: OPERATING EXPENSES

The Fund 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 Fund, 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 Fund are the responsibility of the General Partner.  For the nine months ended September 30, 2008 and 2007, actual operating expenses exceeded and/or were below this .75 percent (pro rated operating expense limitation) of average month-end net assets of the Partnership by $586,634 and ($261,488), respectively, with such amount included in operating expenses waived in the statement of operations.However, during the nine months ended September 30, 2008 and 2007, the General Partner voluntarily paid $1,666,881 and $1,245,822, respectively, of operating expenses of the Fund, with such amounts also included in operating expenses waived in the statement of operations.  As of September 30, 2008 and December 31, 2007, $1,080,870 and $888,469,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 Fund 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 September 30, 2008 and December 31, 2007, the Fund had received subscriptions of $8,604,457 and $3,956,128, respectively, which were additions to the Fund effective October 1, 2008 and January 1, 2008, respectively.

The Fund 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.

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The General Partner may require a limited partner to redeem from the Fund if the General Partner deems the redemption (a) necessary to prevent or correct the occurrence of a nonexempt prohibited transaction (see SA-4, “Investment by Employee Benefit Plans”) under the Employee Retirement Income Security Act of 1974, as amended, or the Internal Revenue Code of 1986, as amended, or (b) beneficial to the Fund or (c) necessary to comply state, federal, or other self-regulatory organization regulations.

Note 7: TRADING ACTIVITIES AND RELATED RISKS

The Fund engages in the speculative trading of U.S. and foreign futures contracts, forward currency contracts , and swap contracts (collectively, “derivatives”). The Fund is exposed to both market risk, the risk arising from changes in the fair 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 (for example, U.S. Treasury Bills) 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 Fund currently utilizes Newedge USA, LLC (the result of an anticipated merger on September 1, 2008 between Newedge Financial, Inc. and Newedge USA, LLC, with Newedge USA, LLC as the surviving entity) (“NUSA”) as its futures broker, and Newedge Group (UK Branch), an affiliate of NUSAI, as its options brokers and UBS AG and Goldman Sachs International in the Fund’s spot and forward contract trades, and for certain currency transactions.

The Fund trades forward currency and swap contracts in unregulated markets between principals and assumes the risk of loss from counterparty nonperformance. Accordingly, the risks associated with forward currency and swap contracts are generally greater than those associated with exchange traded contracts because of the greater risk of counterparty default. Additionally, the trading of forward currency and swap contracts typically involves delayed cash settlement.

The Fund has a substantial portion of its assets on deposit with interbank 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 interbank market maker’s or financial institution’s insolvency, recovery of Fund assets on deposit may be limited to account insurance or other protection afforded such deposits.

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), U.S. government and government sponsored agency securities (interest bearing and credit risk free) with durations no longer than one year. The Fund invests in certain commercial paper issued by an affiliate of UBS Financial Services, Inc. Fluctuations in prevailing interest rates could cause immaterial market-to-market losses on the Fund’s Treasury Bills and other fixed income instruments, although substantially all of the short-term investments are held to maturity.

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

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

	Futures Contracts						Swap Contracts					Forward Currency Contracts
	(exchange traded)											(non-exchange traded)
	September 30,			December 31,			September 30,			December 31,		September 30,			December 31,
	2008			2007			2008			2007		2008			2007
Gross unrealized gains	$	39,632,951		$	41,301,339		$	499,013		$	-	$	4,022,789		$	1,944,903
Gross unrealized losses		(15,815,476	)		(10,040,080	)		(490,600	)		-		(8,794,666	)		(2,918,843	)
Net unrealized gain (loss)	$	23,817,475		$	31,261,259		$	8,413		$	-	$	(4,771,877	)	$	(973,940	)

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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 fair value of their respective investments and, in certain specific circumstances, distributions and redemptions received.

Note 8: INDEMNIFICATIONS

In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications.  The Fund’s maximum exposure under these arrangements cannot be estimated.  However, the Fund believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any continent 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 September 30, 2008, the statements of operations for the three and nine months ended September 30, 2008 and 2007, the statements of cash flows and changes in partners’ capital (net asset value) for the nine months ended September 30, 2008 and 2007 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 September 30, 2008, results of operations for the three and nine months ended September 30, 2008 and 2007, cash flows and changes in partners’ capital (net asset value) for the nine months ended September 30, 2008 and 2007.  The results of operations for the three and nine months ended September 30, 2008 and 2007 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: FINANCIAL HIGHLIGHTS

The following information presents per unit operating performance data and other supplemental financial data for the three and nine months ended September 30, 2008 and 2007.  This information has been derived from information presented in the financial statements.

	Three months ended September 30,
	2008						2007
	(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	$	4,669.68		$	5,956.63		$	3,997.44		$	5,010.21
Income from operations:
Loss from trading (1)		(335.19	)		(428.03	)		(430.28	)		(539.08	)
Net investment income (loss) (1)		(59.47	)		(50.94	)		(13.99	)		2.19
Total loss from operations		(394.66	)		(478.97	)		(444.27	)		(536.89	)
Net asset value per unit at end of period	$	4,275.02		$	5,477.66		$	3,553.17		$	4,473.32
Total Return*		(8.45	%)		(8.04	%)		(11.11	%)		(10.72	%)
Supplemental data
Ratios to average net asset value:
Expenses prior to advisor incentive fees (2), (3), (4)		5.91	%		4.11	%		6.16	%		4.40	%
Advisor incentive fees (5)		0.53	%		0.53	%		0.21	%		0.22	%
Total expenses		6.44	%		4.64	%		6.37	%		4.62	%
Net investment income (loss) (2), (3), (4)		(5.51	%)		(3.69	%)		(1.56	%)		0.20	%

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	Nine months ended September 30,
	2008						2007
	(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	$	3,867.65		$	4,891.11		$	3,725.59		$	4,627.81
Income from operations:
Gain (loss) from trading (1)		755.90			955.88			(42.90	)		(55.58	)
Net investment loss (1)		(348.53	)		(369.33	)		(129.52	)		(98.91	)
Total income (loss) from operations		407.37			586.55			(172.42	)		(154.49	)
Net asset value per unit at end of period	$	4,275.02		$	5,477.66		$	3,553.17		$	4,473.32
Total Return*		10.53	%		11.99	%		(4.63	%)		(3.34	%)
Supplemental data
Ratios to average net asset value:
Expenses prior to advisor incentive fees (2), (3), (4)		6.62	%		4.77	%		6.81	%		5.00	%
Advisor incentive fees (5)		5.63	%		5.62	%		2.44	%		2.42	%
Total expenses		12.25	%		10.39	%		9.25	%		7.42	%
Net investment income (loss) (2), (3), (4)		(10.98	%)		(9.13	%)		(4.72	%)		(2.88	%)

*Total returns are calculated based on the change in value of a Class A or Class B units 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.

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(2) All of the ratios under the supplemental data are computed net of voluntary and involuntary waivers of operating expenses, as applicable.  For the nine months ended September 30, 2008 and 2007, the ratios are net of approximately 0.27% and 0.25%, 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.

(3) The net investment loss includes interest income and excludes gain (loss) 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.

(4) Ratios have been annualized.

(5) Ratios have not been annualized.

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, swap contracts, securities and forward currency 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 primarily 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, forward currency, and swap 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 and government sponsored agency securities and commercial paper are stated at cost plus accrued interest, which approximates fair 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 September 30, 2008 the aggregate capitalization of the Fund was $696,753,024 of which $454,282,796 was in A units and $242,470,228 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 September 30, 2008 was $4,275.02 and for B units was $5,477.66.

Recent Global Financial Crisis

There were several events that led to significant volatility in global capital markets over the past eighteen months. Following a series of global announcements regarding failures in financial institutions including the government take-over of Fannie Mae and Freddie Mac, equity markets fell and credit markets experienced a sharp drop in liquidity.  On October 3, 2008, President Bush signed into law the Emergency Economic Stabilization Act of 2008. The Act gave the U.S. Treasury certain powers to assist troubled financial institutions, especially those with assets that may have been affected by sub-prime mortgage exposure or credit default insurance exposure.

Despite the increased volatility in the capital markets, the Fund was not adversely impacted by these developments. In fact, as a result of the declining global markets, the Fund’s short positions in equity indices were highly profitable. Additionally, the Fund’s short positions in physical commodities and long positions in interest rate instruments were also profitable as commodity prices decreased and bond prices increased.

Critical Accounting Policies

The preparation of the Fund’s financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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Futures, options on futures, forward currency, and swap contracts are recorded on a trade date basis and gains or losses are realized when 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 fair 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 fair value of swap contracts are based upon daily reports from the swap counterparty that may be corroborated against the fair value of the underlying futures contracts. Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations.  United States government and government sponsored agency securities, and commercial paper are stated at cost plus accrued interest, which approximates fair value.

For purposes of both financial reporting and calculation of redemption value, the Net Asset Value per Class A or Class B Unit is calculated by dividing the Net Asset Value of A Units by the number of A Units outstanding, and by dividing the Net Asset Value of B Units by the number of B Units outstanding.

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 risk” 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, forward currency, and swap contracts and is therefore a 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 interests positions of the Fund at the same time, and if the commodity trading advisors were unable to offset futures interest 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, forward currency, and swap contracts there is a risk that the 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 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 currency and swap contracts, which are traded on the inter-bank 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 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.

The Fund will utilize high grade short-term commercial paper, which is an unsecured, short-term debt instrument issued by a corporation with maturities rarely longer than 270 days.  Commercial paper is not usually backed by any form of collateral, so only firms with high-quality debt rating will be used.  As commercial paper is not backed by the full faith and credit of the U.S. government, if the issuing corporation defaults on their obligations to the Fund, the Fund bears the risk of loss of the amount expected to be received.

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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, forward currency, and swap 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 business 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, forward currency, and swap 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 currency and swap 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.

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

2008

A Units of the Fund were up 1.40% for the month of January 2008 and B Units were up 1.56%.  The Fund ended with a net gain in January as profits from interest rate instruments, agricultural commodities and metals offset losses from energy, equity indices and foreign currencies. Global interest rate instruments were the most profitable sector for the Fund as rates trended lower on growing concerns of a possible US recession. Later in the month, the Federal Reserve responded to a sharp sell off in global equity prices with a total 1.25% rate cut that pushed short term rates even lower, benefiting the Fund’s long positions in that sector. Long positions in agricultural commodities were profitable as grain and soybean prices continued an upward trend on strong global demand and declining inventory levels. The largest losses for the month came from the energy sector, where crude oil prices declined after hitting an all time nominal high at the beginning of the month. The fall in oil prices went against the Fund’s long positions.

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A Units of the Fund were up 11.56% for the month of February 2008 and B Units were up 11.74%.  The Fund finished the month with net profits in all six major market sectors. Physical commodities generated the largest profits as strong demand and tight supplies in a number of commodities drove contract prices to record highs. In the agricultural commodities sector, the Fund’s long positions in soybeans, wheat, coffee, corn and sugar were among the most profitable. Since the start of the year, wheat prices have climbed 21%, while soybeans and coffee were up 27% and 35% respectively. In the energy sector, light crude oil futures hit a new nominal high of $103.05 dollars per barrel. The Fund gained from its long positions in energy, especially crude oil, heating oil, gasoline and kerosene. In the metals sector, the Fund profited from its long positions in both precious and industrial metals including gold, silver, aluminum, platinum and copper. Short positions in equity indices profited as global indices weakened on fears of inflation and a weaker US dollar. Bond prices were mostly unchanged until the final days of the month, when prices jumped in reaction to Fed news about further rate cuts. The net increase in bond prices benefited the Fund’s long bond positions.

A Units of the Fund were down 1.62% for the month of March 2008 and B Units were down 1.49%.  The Fund finished lower in March as losses from agricultural products and metals offset profits from equity indices, foreign currencies, energy and interest rate instruments. Financial markets reacted to two announcements by the Federal Reserve that ultimately impacted several market sectors. The Fed cut the federal funds target interest rate by .75% and it also announced it would provide guarantees to JP Morgan Chase for the acquisition of Bear Stearns. Following the announcements, the US dollar which had been trending lower over the past several months, suddenly strengthened. The stronger dollar triggered a rapid sell-off in physical commodities including agricultural, metals and energy, with agricultural commodities generating the largest losses. Overall the Fund ended the first quarter up 11.28% and up 25.15% for the last 12 months.

A Units of the Fund were down 3.05% for the month of April 2008 and B Units were down 2.90%.  The Fund finished lower this month as profits from energy were offset by losses from the other five major market sectors. Japanese government bonds fell on reports that inflation in Japan had reached its highest level in a decade. By the end of the month, most domestic and international interest rates had edged higher even after the FOMC announced a .25% rate cut. Overall, the decline in bond prices went against the Fund’s long positions. Agricultural commodity prices continued to decline resulting in losses for the Fund's long positions in that sector. Wheat prices fell more than 6%, reaching five-month lows on news that the government of Ukraine had eased export restrictions. Corn and soybean prices also moved lower. Long positions in the energy sector posted gains as crude oil prices approached $120 per barrel. Concerns over Saudi supplies, Nigerian production disruptions and further evidence of continuing Chinese demand fueled the rise in oil prices.

A Units of the Fund were up 5.14% for the month of May 2008 and B Units were up 5.32%.  The Fund finished higher this month with gains in most of the major market sectors. The energy sector generated significant profits as the Fund’s long positions benefited from sustained upward trends in crude oil, gasoline, heating oil and natural gas. Analysts’ explanations for the rise in prices were mixed, but steady demand, supply disruptions and a weak US dollar continued to be the most commonly stated factors. While prices for several energy contracts reached all time highs, other market sectors were relatively quiet this month. Foreign currencies, metals and stock indices all finished with modest profits for the month, with each sector experiencing a mix of offsetting returns. Short-term interest rate instruments were profitable as the Fund’s short positions benefited from a rise in short term international interest rates.

A Units of the Fund were up 6.42% for the month of June 2008 and B Units were up 6.53%.  The Fund’s systematic trading strategies generated profits from trends in all of the major market sectors in June. Crude oil, heating oil, gasoline and natural gas soared to new highs, producing significant profits from the Fund’s long energy sector positions. Higher energy prices, weakness in the U.S. dollar and concerns over inflation drove stock markets into bear market territory. The falling equity prices produced profits from the Fund’s short equity index positions. Agricultural prices rose this month as severe flooding in the U.S. threatened summer crop supplies. The rising prices benefited the Fund’s long positions in soybeans, corn and wheat. The Fund also profited from long positions in metals including copper, gold and zinc.

A Units of the Fund were down 9.26% for the month of July 2008 and B Units were down 9.13%.  The Fund finished lower in July as several key markets experienced sharp reversals that moved against previously established long term market trends. The most significant price reversals were experienced in the energy and agricultural commodity sectors. After reaching multi-month highs in June, prices in crude oil, heating oil, gasoline and natural gas fell sharply in July on signs of weaker demand and a rising US dollar. Natural gas, which reached a 30-month high at the end of June, fell more than 32% during July, creating losses for the Fund’s long positions.  The stronger dollar also caused agricultural commodities to reverse from strong upward trends. Corn and soybeans fell more than 15% during the month creating losses for the Fund’s long systematic positions. Interest rate instruments have been directionless over the last several weeks. The Fund’s positions in that sector experienced losses due to a lack of trends resulting in “whipsawing” of the Fund’s positions. The Fund’s traders reduced their risk in each of the affected sectors by either reducing or getting out of positions.

19

A Units of the Fund were down 3.21% for the month of August 2008 and B Units were down 3.07%.  The Fund finished lower in August as profits from interest rate instruments were not enough to offset losses in foreign currencies, agricultural commodities, energies and metals. The U.S. dollar continued to strengthen against any foreign currencies including the euro which fell sharply to its lowest level against the U.S. dollar in the last six months.  Falling foreign currency prices went against the Fund’s long positions.  Agricultural commodities, energies and precious metals experienced multiple price changes during the month causing losing trades for the Fund.  The Fund’s long positions in interest rate instruments profited as long term interest rates declined.

A Units of the Fund were up 4.24% for the month of September 2008 and B Units were up 4.40%.  The Fund was profitable in September as gains from our positions in stock indices, metals, agricultural commodities and interest rate instruments offset losses incurred in foreign currencies and energy.  Increasing uncertainty in the global financial markets created significant volatility in both the credit and equity markets.  Lehman Brothers Holdings, Inc. filed for bankruptcy protection, Merrill Lynch was acquired by Bank of America and Fannie Mae, Freddie Mac, and AIG required government support to remain viable. Later in the month, the Dow Industrials suffered its worst single day point drop ever, sparked by U.S lawmakers’ rejection of a proposed $700 billion market bailout.  Over the course of the month, global equity prices declined which benefited the Fund’s short equity indices positions.  Investors sought the relative safety of government backed interest rate instruments, causing prices to rise which generated profits for the Fund’s long positions in interest rate instruments. Agricultural commodity and metals prices fell, benefiting the Fund’s short positions.

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.

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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 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.

A Units of the Fund were down 8.66% for the month of July 2007 and B Units were down 8.52%. The Fund finished down for the month as global equity markets and interest rates reversed from previous trends. In previous months, the Fund’s long positions in equity indices profited from record breaking upward trends in both domestic and international equity indices. In July, growing concerns surrounding the instability of the US sub-prime mortgage market fueled reversals in equity markets that went against the Fund’s long positions. In the final week of the month equities sold off sharply, including the S&P 500, DAX, FTSE, CAC, Hang Seng and Nikkei indices. The increased volatility in the equity markets sparked a flight to safety in bonds that reversed previous downward trends in both domestic and international interest rate instruments. The sudden move in interest rates went against the Fund’s short positions creating losses for the Fund. In foreign currencies, the Japanese yen rose sharply as investors unwound their “carry” trades that also went against the Fund’s short yen positions. Energies and metals finished in positive territory offsetting some of the losses in the other sectors.

A Units of the Fund were down 9.02% for the month of August 2007 and B Units were down 8.88%. The Fund finished down in August as dramatic market reversals spilled over into additional market sectors. The sectors that began reversing in late July continued to move against their long term trends. Concerns about losses in the sub-prime mortgage markets and liquidity shortages triggered sharp reversals in energies, metals and foreign currencies. The global sell-off in equities that began in mid-July, continued into August. As equity prices fell and credit spreads widened, investors raised liquidity by selling long positions in other market sectors including metals and energies. Prices in crude oil, heating oil, copper and gold reversed from their previous trends, which went against the Fund’s long positions. Carry trades, where investors had borrowed certain foreign currencies at low interest rates and purchased higher yielding fixed income instruments in other currencies, were abruptly unwound. This unwinding of positions caused sharp devaluations of the Australian and New Zealand dollar and strong appreciation of the Japanese yen. Each of these currency re-valuations occurred simultaneously and went against the Fund’s positions. Although the results for the month were disappointing, the trading systems responded appropriately to the sudden market volatility. The systematic programs significantly reduced the Fund’s open positions in the effected market sectors and reduced risk.

A Units of the Fund were up 6.95% for the month of September 2007 and B Units were up 7.11%. The Fund had a strong finish to September with significant profits in four out of the six market sectors. The Fund’s biggest profits came from long positions in foreign currencies. The US dollar fell against most major foreign currencies following the Federal Reserve’s decision to cut interest rates by 50 basis points. The Euro, Australian dollar and Canadian dollar posted the largest gains against the dollar, which benefited the Fund's long foreign currency positions. The weaker dollar also pushed several dollar-denominated commodities to record highs. Wheat prices, which were already in an upward trend from rising demand and low inventory levels, hit a record high of $9.39 a bushel on the Chicago Board of Trade. Oil hit an all time high of $83.90 a barrel and gold climbed $742.80 an ounce. The Fund profited from long positions in each of these markets. World stock indices rallied on the Fed’s interest rate decision benefiting the Fund’s long positions, with the strongest profits coming from the Hang Seng stock index.

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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, forward currency, and swap contracts.  Fair value of exchange-traded contracts is based upon exchange settlement prices.  Fair value of non-exchange-traded contracts is based on third party quoted dealer values on the Interbank market.

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 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 fair 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.

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).

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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 July 31, 2008, August 31, 2008 and September 30, 2008.  All open position trading risk exposures of the Fund have been included in calculating the figures set forth below. As of July 31, 2008, August 31, 2008 and September 30, 2008, the Fund's total capitalization was $649,573,389 $647,934,689 and $696,753,024 respectively.

THIRD QUARTER 2008

	July 2008		% of Total			August 2008		% of Total			September 2008		% of Total
Market Sector	Value at Risk		Capitalization			Value at Risk		Capitalization			Value at Risk		Capitalization
Agricultural	$	8,912,966		1.37	%	$	7,992,991		1.23	%	$	7,941,854		1.14	%
Currency	$	22,334,281		3.44	%	$	20,733,306		3.20	%	$	12,182,948		1.75	%
Energy	$	9,415,596		1.45	%	$	9,697,324		1.50	%	$	7,905,497		1.13	%
Financial Indices	$	22,081,010		3.40	%	$	21,094,381		3.26	%	$	18,063,806		2.59	%
Interest Rates	$	14,761,802		2.27	%	$	25,149,983		3.88	%	$	15,863,335		2.28	%
Metals	$	7,863,997		1.21	%	$	10,587,464		1.63	%	$	7,556,496		1.08	%
Total	$	85,369,652		13.14	%	$	95,255,449		14.70	%	$	69,513,936		9.97	%
Total fund capitalization		649,573,389					647,934,689					696,753,024

Of the (8.45%) return for the quarter ended September 30, 2008 for A Units, approximately (7.18%) was due to trading loss (after commissions) and approximately 0.58% was due to interest income, offset by approximately (1.85%) in incentive fees, management fees, selling agent fees and operating costs borne by the Fund.  Of the (8.04%) return for the quarter ended September 30, 2008 for B Units, approximately (7.18%) was due to trading loss (after commissions) and approximately 0.58% was due to interest income, offset by approximately (1.44%) in incentive fees, management fees, selling agent fees and operating costs borne by the Fund.

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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 - give 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 and government sponsored agency 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.

The following were the primary trading risk exposures of the Fund as of September 30, 2008, by market sector.

Agricultural

During 2008, the Fund's primary agricultural exposure was to soybeans, wheat, corn, coffee and cotton.

Currencies

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.

Energy

The Fund's primary energy market exposure is exposed to price movements that derive from imbalances in supply and demand, political developments and conflicts in the Middle East.  As of September 30, 2008, crude oil, heating oil, natural gas and unleaded gasoline were 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.

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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.

Metals

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

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.)

Qualitative Disclosures Regarding Non-Trading Risk Exposure.

The following were the only non-trading risk exposures of the Fund as of September 30, 2008:

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).

U.S. Government and Government Sponsored Agency Securities and 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), U.S. government sponsored agency securities (interest bearing and credit risk free) with durations no longer than one year. In addition, U.S. government securities are held with Newedge USA, LLC. Violent fluctuations in prevailing interest rates could cause immaterial mark-to-market losses on the Fund's short term investments; 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).

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.

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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.

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, 2007.

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

Between July and September 2008, 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
July 2008	$	22,886,790		4,542.0679
August 2008	$	25,184,083		5,614.8223
September 2008	$	24,448,310		5,528.0048

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.

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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 Operating Officer and 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 Operating Officer and 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.

27

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	November 14 , 2008
	Kenneth E. Steben
	Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ Ahmed S.Hassanein	November 14 , 2008
	Ahmed S. Hassanein
	Chief Operating Officer and Chief Financial Officer
	(Principal Financial Officer)

E-1

EX-31.01

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 “Fund”), certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of the Fund;

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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) 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

(d) 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:  November 14, 2008
	Kenneth E. Steben
	Chief Executive Officer (Principal Executive Officer)

E-2

EX-31.02

EXHIBIT 31.02

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

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

1. I have reviewed this Quarterly Report on Form 10-Q of the Fund;

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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) 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

(d) 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:  November 14, 2008
	Ahmed S. Hassanein
	Chief Operating Officer and Chief Financial Officer
	(Principal Financial Officer)

E-3

EX-32.01

EXHIBIT 32.01

Section 1350 Certification

In connection with this quarterly report of Futures Portfolio Fund Limited Partnership (the “Fund”)on Form 10-Q for the quarterended September 30, 2008 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 Fundcertify, 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 Fund.

By:	/s/ Kenneth E. Steben	Date:  November 14, 2008
	Kenneth E. Steben
	Chief Executive Officer
	(Principal Executive Officer)

E-4

EX-32.02

EXHIBIT 32.02

Section 1350 Certification

In connection with this quarterly report of Futures Portfolio Fund Limited Partnership (the “Fund”)on Form 10-Q for the quarter ended September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof(this “Report”), I, Ahmed S. Hassanein,Chief Operating Officer and Chief Financial Officer of Steben & Company, Inc., the General Partner of the Fundcertify, 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 Reportfairly presents, in all material respects, the financial condition and results of operations of the Fund.

By:	/s/ Ahmed S. Hassanein	Date:  November 14, 2008
	Ahmed S. Hassanein
	Chief Operating Officer and Chief Financial Officer
	(Principal Financial Officer)

E-5