UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended:  June 30, 2013

Or

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

Commission File Number: 000-50725

NESTOR PARTNERS

(Exact name of registrant as specified in its charter)

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

c/o MILLBURN RIDGEFIELD CORPORATION

411 West Putnam Avenue

Greenwich, Connecticut  06830

(Address of principal executive offices) (Zip code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  S          No  £

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

Yes  S          No  ¨

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

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

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

Yes  ¨         No  S

PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Nestor Partners
Financial statements
For the three and six months ended June 30, 2013 and 2012 (unaudited)
Statements of Financial Condition (a)	1
Condensed Schedules of Investments (a)	2
Statements of Operations (b)	6
Statements of Changes in Partners' Capital (c)	8
Statements of Financial Highlights (b)	9
Notes to the Financial Statements	11

(a) At June 30, 2013 (unaudited) and December 31, 2012

(b) For the three and six months ended June 30, 2013 and 2012 (unaudited)

(c) For the six months ended June 30, 2013 and 2012 (unaudited)

Nestor Partners

Statements of Financial Condition (UNAUDITED)

	June 30		December 31
	2013		2012
ASSETS
EQUITY IN TRADING ACCOUNTS:
Investments in U.S. Treasury notes-at fair value (amortized cost $24,924,683 and $28,389,695)	$	24,930,470	$	28,396,041
Net unrealized appreciation on open futures and forward currency contracts		2,132,176		2,496,110
Due from brokers		3,032,643		2,205,107
Cash denominated in foreign currencies (cost $1,056,404 and $1,359,884)		1,028,401		1,368,336
Total equity in trading accounts		31,123,690		34,465,594
INVESTMENTS IN U.S. TREASURY NOTES-at fair value (amortized cost $94,708,666 and $111,707,766)		94,727,073		111,733,763
CASH AND CASH EQUIVALENTS		6,482,318		2,226,883
ACCRUED INTEREST RECEIVABLE		686,969		646,507
TOTAL	$	133,020,050	$	149,072,747
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Capital contributions received in advance	$	505,000	$	873,000
Net unrealized depreciation on open futures and forward  currency contracts		460,480		943,951
Accrued brokerage fees		236,629		285,906
Due to brokers		231,275		-
Cash denominated in foreign currencies (cost -$1,226,758 and -$428,893)		1,180,931		438,694
Accrued expenses		168,264		146,185
Capital withdrawals payable		1,024,312		3,341,531
Due to General Partner		781		123
Total liabilities		3,807,672		6,029,390
PARTNERS' CAPITAL		129,212,378		143,043,357
TOTAL	$	133,020,050	$	149,072,747

See notes to financial statements

1

Nestor Partners

Condensed Schedule of Investments

June 30, 2013 (UNAUDITED)

Futures and Forward Currency Contracts	Net Unrealized Appreciation/ (Depreciation) as a % of Partners' Capital			Net Unrealized Appreciation/ (Depreciation)
FUTURES CONTRACTS:
Long futures contracts:
Energies		(0.14	)%	$	(179,286	)
Grains		(0.09	)		(119,415	)
Interest rates		(0.06	)		(81,972	)
Livestock		0.02			23,200
Metals		(0.40	)		(510,885	)
Softs		(0.03	)		(34,978	)
Stock indices		0.89			1,152,140
Total long futures contracts		0.19			248,804
Short futures contracts:
Energies		0.07			85,980
Grains		0.28			368,516
Interest rates
5 Year U.S. Treasury Note (-150 contracts, settlement date September 2013)		0.00			422
Other		(0.24	)		(314,005	)
Total interest rates		(0.24	)		(313,583	)
Livestock		(0.02	)		(30,030	)
Metals		1.12			1,450,882
Softs		0.10			131,320
Stock indices		(0.00	)		(1,255	)
Total short futures contracts		1.31			1,691,830
TOTAL INVESTMENTS IN FUTURES CONTRACTS-Net		1.50			1,940,634
FORWARD CURRENCY CONTRACTS:
Total long forward currency contracts		(1.63	)		(2,111,757	)
Total short forward currency contracts		1.42			1,842,819
TOTAL INVESTMENTS IN FORWARD CURRENCY CONTRACTS-Net		(0.21	)		(268,938	)
TOTAL		1.29	%	$	1,671,696

(Continued)

2

Nestor Partners

Condensed Schedule of Investments

June 30, 2013 (UNAUDITED)

U.S. TREASURY NOTES

Face Amount		Description	Fair Value as a  % of Partners' Capital			Fair Value
$	38,450,000	U.S. Treasury notes, 3.375%, 07/31/2013		29.84	%	$	38,555,137
	35,880,000	U.S. Treasury notes, 0.125%, 09/30/2013		27.78			35,885,607
	10,040,000	U.S. Treasury notes, 0.500%, 11/15/2013		7.78			10,054,903
	34,890,000	U.S. Treasury notes, 1.250%, 03/15/2014		27.21			35,161,896
		Total investments in U.S. Treasury notes (amortized cost $119,633,349)		92.61	%	$	119,657,543

See notes to financial statements  (Concluded) 

3

Nestor Partners

Condensed Schedule of Investments

December 31, 2012

Futures and Forward Currency Contracts	Net Unrealized Appreciation/ (Depreciation) as a % of Partners' Capital			Net Unrealized Appreciation/ (Depreciation)
FUTURES CONTRACTS:
Long futures contracts:
Energies		0.54	%	$	776,587
Grains		(0.08	)		(120,475	)
Interest rates
2 Year U.S. Treasury Note (1,238 contracts, settlement date March 2013)		0.06			87,593
5 Year U.S. Treasury Note (359 contracts, settlement date March 2013)		(0.01	)		(14,391	)
10 Year U.S. Treasury Note (165 contracts, settlement date March 2013)		(0.02	)		(33,406	)
30 Year U.S. Treasury Bond (32 contracts, settlement date March 2013)		(0.01	)		(12,750	)
Other		0.43			615,382
Total interest rates		0.45			642,428
Metals		0.05			68,455
Softs		0.00			4,385
Stock indices		0.66			940,708
Total long futures contracts		1.62			2,312,088
Short futures contracts:
Energies		(0.64	)		(920,638	)
Grains		0.04			67,207
Interest rates		0.01			10,171
Livestock		(0.00	)		(3,220	)
Metals		(0.19	)		(274,237	)
Softs		0.13			189,635
Stock indices		(0.02	)		(33,060	)
Total short futures contracts		(0.67	)		(964,142	)
TOTAL INVESTMENTS IN FUTURES CONTRACTS-Net		0.95			1,347,946
FORWARD CURRENCY CONTRACTS:
Total long forward currency contracts		(0.19	)		(276,829	)
Total short forward currency contracts		0.33			481,042
TOTAL INVESTMENTS IN FORWARD CURRENCY CONTRACTS-Net		0.14			204,213
TOTAL		1.09	%	$	1,552,159

(Continued)

4

Nestor Partners

Condensed Schedule of Investments

December 31, 2012

U.S. TREASURY NOTES

Face Amount		Description	Fair Value as a % of Partners' Capital			Fair Value
$	37,990,000	U.S. Treasury notes, 0.625%, 02/28/2013		26.58	%	$	38,024,132
	38,450,000	U.S. Treasury notes, 3.375%, 07/31/2013		27.38			39,169,436
	52,880,000	U.S. Treasury notes, 0.125%, 09/30/2013		36.96			52,867,606
	10,040,000	U.S. Treasury notes, 0.500%, 11/15/2013		7.04			10,068,630
		Total investments in U.S. Treasury notes (amortized cost $140,097,461)		97.96	%	$	140,129,804

See notes to financial statements (Concluded)

5

Nestor Partners

Statements of Operations (UNAUDITED)

	For the three months ended
	June 30			June 30
	2013			2012
INVESTMENT INCOME:
Interest income	$	61,641		$	49,866
EXPENSES:
Brokerage fees		924,089			963,238
Administrative expenses		86,612			97,631
Custody fees and other expenses		7,555			15,879
Total expenses		1,018,256			1,076,748
NET INVESTMENT LOSS		(956,615	)		(1,026,882	)
NET REALIZED AND UNREALIZED GAINS (LOSSES):
Net realized gains (losses) on closed positions:
Futures and forward currency contracts		(13,113,677	)		3,348,566
Foreign exchange translation		(84,052	)		43,244
Net change in unrealized:
Futures and forward currency contracts		977,125			(2,092,277	)
Foreign exchange translation		28,925			1,371
Net gains (losses) from U.S. Treasury notes:
Realized		3,903			-
Net change in unrealized		(16,156	)		28,229
Total net realized and unrealized gains (losses)		(12,203,932	)		1,329,133
NET INCOME (LOSS)		(13,160,547	)		302,251
LESS PROFIT SHARE TO GENERAL PARTNER		(14,561	)		-
NET INCOME (LOSS) AFTER PROFIT SHARE TO GENERAL PARTNER	$	(13,145,986	)	$	302,251

(Continued)

6

Nestor Partners

Statements of Operations (UNAUDITED)

	For the six months ended
	June 30			June 30
	2013			2012
INVESTMENT INCOME:
Interest income	$	126,315		$	103,911
EXPENSES:
Brokerage fees		1,855,362			1,863,946
Administrative expenses		177,782			194,068
Custody fees and other expenses		15,113			24,073
Total expenses		2,048,257			2,082,087
NET INVESTMENT LOSS		(1,921,942	)		(1,978,176	)
NET REALIZED AND UNREALIZED GAINS (LOSSES):
Net realized gains (losses) on closed positions:
Futures and forward currency contracts		(7,628,080	)		(2,386,439	)
Foreign exchange translation		(143,861	)		64,720
Net change in unrealized:
Futures and forward currency contracts		119,537			(5,882,149	)
Foreign exchange translation		19,173			6,365
Net gains (losses) from U.S. Treasury notes:
Realized		5,417			-
Net change in unrealized		(8,149	)		(10,901	)
Total net realized and unrealized losses		(7,635,963	)		(8,208,404	)
NET LOSS		(9,557,905	)		(10,186,580	)
LESS PROFIT SHARE TO GENERAL PARTNER		39			-
NET LOSS AFTER PROFIT SHARE TO GENERAL PARTNER	$	(9,557,944	)	$	(10,186,580	)

See notes to financial statements (Concluded)

7

Nestor Partners

Statements of Changes in Partners' Capital (UNAUDITED)

For the six months ended June 30, 2013:

	Limited Partners			Special Limited Partners			New Profit Memo Account			General Partner			Total
PARTNERS' CAPITAL-
January 1, 2013	$	81,662,298		$	58,343,188		$	-		$	3,037,871		$	143,043,357
Contributions		3,402,000			-			-			-			3,402,000
Withdrawals		(7,006,901	)		(668,173	)		-			-			(7,675,074	)
Net loss		(5,910,684	)		(3,468,903	)		(4	)		(178,314	)		(9,557,905	)
General Partner's allocation:
New Profit-Accrued		(39	)		-			39			-			-
PARTNERS' CAPITAL-
June 30, 2013	$	72,146,674		$	54,206,112		$	35		$	2,859,557		$	129,212,378

For the six months ended June 30, 2012:

	Limited Partners			Special Limited Partners			New Profit Memo Account		General Partner			Total
PARTNERS' CAPITAL-
January 1, 2012	$	89,151,864		$	64,316,203		$	-	$	3,150,229		$	156,618,296
Contributions		11,525,200			-			-		-			11,525,200
Withdrawals		(6,241,810	)		(1,576,803	)		-		-			(7,818,613	)
Net loss		(6,535,290	)		(3,483,774	)		-		(167,516	)		(10,186,580	)
PARTNERS' CAPITAL-
June 30, 2012	$	87,899,964		$	59,255,626		$	-	$	2,982,713		$	150,138,303

See notes to financial statements

8

Nestor Partners

Statements of Financial Highlights (UNAUDITED)

For the three months ended June 30, 2013 and 2012	Limited Partners						Special Limited Partners
	2013			2012			2013			2012
Ratios to average capital:
Net investment loss (a)		(4.21	)%		(3.97	)%		(0.92	)%		(0.71	)%
Total expenses (a)		4.39	%		4.10	%		1.10	%		0.84	%
Profit share allocation (b)		(0.02	)%		0.00	%		0.00	%		0.00	%
Total expenses and profit share allocation		4.37	%		4.10	%		1.10	%		0.84	%
Total return before profit share allocation (b)		(9.46	)%		(0.12	)%		(8.72	)%		0.70	%
Less: profit share allocation (b)		(0.02	)%		0.00	%		0.00	%		0.00	%
Total return after profit share allocation		(9.44	)%		(0.12	)%		(8.72	)%		0.70	%

(a) annualized

(b) not annualized

(Continued)

9

Nestor Partners

Statements of Financial Highlights (UNAUDITED)

For the six months ended June 30, 2013 and 2012	Limited Partners						Special Limited Partners
	2013			2012			2013			2012
Ratios to average capital:
Net investment loss (a)		(4.14	)%		(3.90	)%		(0.84	)%		(0.67	)%
Total expenses (a)		4.32	%		4.03	%		1.02	%		0.79	%
Profit share allocation (b)		0.00	%		0.00	%		0.00	%		0.00	%
Total expenses and profit share allocation		4.32	%		4.03	%		1.02	%		0.79	%
Total return before profit share allocation (b)		(7.51	)%		(6.95	)%		(5.98	)%		(5.43	)%
Less: profit share allocation (b)		0.00	%		0.00	%		0.00	%		0.00	%
Total return after profit share allocation		(7.51	)%		(6.95	)%		(5.98	)%		(5.43	)%

(a) annualized

(b) not annualized

See notes to financial statements (Concluded)

10

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited financial statements, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of Nestor Partners’ (the “Partnership”) financial condition at June 30, 2013 and December 31, 2012 and the results of its operations for the three and six months ended June 30, 2013 and 2012 (unaudited). These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. It is suggested that these financial statements be read in conjunction with the audited financial statements and notes included in the Partnership's annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2012. The December 31, 2012 information has been derived from the audited financial statements as of December 31, 2012.

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

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

The Income Taxes topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (the “Codification”) clarifies the accounting for uncertainty in tax positions. This requires that the Partnership recognize in its financial statements the impact of any uncertain tax positions. Based on a review of the Partnership’s open tax years, 2009 to 2012, for the U.S. Federal jurisdiction, the New York, Connecticut and New Jersey state jurisdictions and the New York City jurisdiction, there are no uncertain tax positions. The Partnership is treated as a limited partnership for federal and state income tax reporting purposes and therefore the limited partners of the Partnership (the "Limited Partners") are responsible for the payment of taxes.

There have been no material changes with respect to the Partnership's critical accounting policies, off-balance sheet arrangements or disclosure of contractual obligations as reported in the Partnership's Annual Report on Form 10-K for fiscal year 2012.

2. FAIR VALUE

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

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

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

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

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

11

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

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

Spot currency contracts are valued based on current market prices (“Spot Price”). Forward currency contracts are valued based on pricing models that consider the Spot Price plus the financing cost or benefit (“Forward Point”). Forward Points from the quotation service providers are generally in periods of one month, two months, three months, six months, nine months and twelve months forward while the contractual forward delivery dates for the forward currency contracts traded by the Partnership may be in between these periods. The General Partner’s policy to determine fair value for forward currency contracts involves first calculating the number of months from the date the forward currency contract is being valued to its maturity date (“Months to Maturity”), then identifying the forward currency contracts for the two forward months that are closest to the Months to Maturity (“Forward Month Contracts”). Linear interpolation is then performed between the dates of these two Forward Month Contracts to calculate the interpolated Forward Point. Model inputs can generally be verified and model selection does not involve significant management judgment. Such instruments are typically classified within Level 2 of the fair value hierarchy.

During the six months ended June 30, 2013 and 2012, there were no transfers of assets or liabilities between Level 1 and Level 2. The following tables represent the Partnership’s investments by hierarchical level as of June 30, 2013 and December 31, 2012 in valuing the Partnership’s investments at fair value. At June 30, 2013 and December 31, 2012, the Partnership held no assets or liabilities in Level 3.

Financial Assets and Liabilities at Fair Value as of June 30, 2013

	Level 1			Level 2			Total
U.S. Treasury Notes (1)	$	119,657,543		$	-		$	119,657,543
Short-Term Money Market Fund*		6,232,318			-			6,232,318
Exchange-Traded Futures Contracts
Energies		(93,306	)		-			(93,306	)
Grains		249,101			-			249,101
Interest rates		(395,555	)		-			(395,555	)
Livestock		(6,830	)		-			(6,830	)
Metals		939,997			-			939,997
Softs		96,342			-			96,342
Stock indices		1,150,885			-			1,150,885
Total exchange-traded futures contracts		1,940,634			-			1,940,634
Over-the-Counter Forward Currency Contracts		-			(268,938	)		(268,938	)
Total futures and forward currency contracts (2)		1,940,634			(268,938	)		1,671,696
Total financial assets at fair value	$	127,830,495		$	(268,938	)	$	127,561,557
Per line item in Statements of Financial Condition
(1)
Investments in U.S. Treasury notes held in brokers' trading accounts as collateral							$	24,930,470
Investments in U.S. Treasury notes held in custody								94,727,073
Total investments in U.S. Treasury notes							$	119,657,543
(2)
Net unrealized appreciation on futures and forward currency contracts							$	2,132,176
Net unrealized depreciation on futures and forward currency contracts								(460,480	)
Total unrealized appreciation on futures and forward currency contracts							$	1,671,696

*The short-term money market fund is included in Cash and Cash Equivalents on the Statements of Financial Condition.

12

Financial Assets and Liabilities at Fair Value as of December 31, 2012

	Level 1			Level 2		Total
U.S. Treasury Notes (1)	$	140,129,804		$	-	$	140,129,804
Short-Term Money Market Fund*		2,041,883			-		2,041,883
Exchange-Traded Futures Contracts
Energies		(144,051	)		-		(144,051	)
Grains		(53,268	)		-		(53,268	)
Interest rates		652,599			-		652,599
Livestock		(3,220	)		-		(3,220	)
Metals		(205,782	)		-		(205,782	)
Softs		194,020			-		194,020
Stock indices		907,648			-		907,648
Total exchange-traded future contracts		1,347,946			-		1,347,946
Over-the-Counter Forward Currency Contracts		-			204,213		204,213
Total futures and forward currency contracts (2)		1,347,946			204,213		1,552,159
Total financial assets at fair value	$	143,519,633		$	204,213	$	143,723,846
Per line item in Statements of Financial Condition
(1)
Investments in U.S. Treasury notes held in brokers' trading accounts as collateral						$	28,396,041
Investments in U.S. Treasury notes held in custody							111,733,763
Total investments in U.S. Treasury notes						$	140,129,804
(2)
Net unrealized appreciation on futures and forward currency contracts						$	2,496,110
Net unrealized depreciation on futures and forward currency contracts							(943,951	)
Total unrealized appreciation on futures and forward currency contracts						$	1,552,159

*The short-term money market fund is included in Cash and Cash Equivalents on the Statements of Financial Condition.

3. DERIVATIVE INSTRUMENTS

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

In December 2011, FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities” which created a new disclosure requirement about the nature of an entity’s rights of setoff and the related arrangement associated with its financial instruments and derivative instruments. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the Statements of Financial Condition and instruments and transactions subject to an arrangement similar to a master netting agreement. The following tables present gross amounts of assets and liabilities which qualify for offset as presented in the Statements of Financial Condition at June 30, 2013 and December 31, 2012.

13

Offsetting of derivative assets and liabilities at June 30, 2013

Assets	Gross amounts of recognized assets		Gross amounts offset in the Statements of Financial Condition			Net amounts of assets presented in the Statements of Financial Condition
Futures contracts
Counterparty A	$	500,663	$	(260,447	)	$	240,216
Counterparty B		517,867		(267,706	)		250,161
Counterparty C		1,786,007		(702,305	)		1,083,702
Counterparty D		954,506		(587,951	)		366,555
Total futures contracts		3,759,043		(1,818,409	)		1,940,634
Forward currency contracts
Counterparty G		285,758		(203,100	)		82,658
Counterparty H		2,148,014		(2,039,130	)		108,884
Total forward currency contracts		2,433,772		(2,242,230	)		191,542
Total futures and forward currency contracts	$	6,192,815	$	(4,060,639	)	$	2,132,176

Liabilities	Gross amounts of recognized liabilities			Gross amounts offset in the Statements of Financial Condition		Net amounts of liabilities presented in the Statements of Financial Condition
Forward currency contracts
Counterparty F	$	(1,296,432	)	$	835,952	$	(460,480	)
Total forward currency contracts		(1,296,432	)		835,952		(460,480	)
Total futures and forward currency contracts	$	(1,296,432	)	$	835,952	$	(460,480	)

14

Offsetting of derivative assets and liabilities at December 31, 2012

Assets	Gross amounts of recognized assets		Gross amounts offset in the Statements of Financial Condition			Net amounts of assets presented in the Statements of Financial Condition
Futures contracts
Counterparty A	$	469,664	$	(265,540	)	$	204,124
Counterparty B		1,826,503		(917,569	)		908,934
Counterparty D		454,227		(183,659	)		270,568
Counterparty E		403,519		(277,140	)		126,379
Total futures contracts		3,153,913		(1,643,908	)		1,510,005
Forward currency contracts
Counterparty F		1,407,165		(489,760	)		917,405
Counterparty G		104,142		(35,442	)		68,700
Total forward currency contracts		1,511,307		(525,202	)		986,105
Total futures and forward currency contracts	$	4,665,220	$	(2,169,110	)	$	2,496,110

Liabilities	Gross amounts of recognized liabilities			Gross amounts offset in the Statements of Financial Condition		Net amounts of liabilities presented in the Statements of Financial Condition
Futures contracts
Counterparty C	$	(796,100	)	$	634,042	$	(162,058	)
Total futures contracts		(796,100	)		634,042		(162,058	)
Forward currency contracts
Counterparty H		(2,884,060	)		2,102,167		(781,893	)
Total forward currency contracts		(2,884,060	)		2,102,167		(781,893	)
Total futures and forward currency contracts	$	(3,680,160	)	$	2,736,209	$	(943,951	)

15

The Partnership’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s open positions and the liquidity of the markets in which it trades.

The Partnership engages in the speculative trading of futures and forward contracts on currencies, energies, grains, interest rates, livestock, metals, softs and stock indices. The following were the primary trading risk exposures of the Partnership at June 30, 2013, by market sector:

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

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

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

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

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

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

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

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

16

The following tables present the fair value of open futures and forward currency contracts, held long or sold short, at June 30, 2013 and December 31, 2012. Fair value is presented on a gross basis even though the contracts are subject to master netting agreements and qualify for net presentation in the Statements of Financial Condition.

Fair value of futures and forward currency contracts at June 30, 2013

											Net Unrealized
	Fair Value - Long Positions					Fair Value - Short Positions					Gain (Loss) on
Sector	Gains		Losses			Gains		Losses			Open Positions
Futures contracts:
Energies	$	21,562	$	(200,848	)	$	125,571	$	(39,591	)	$	(93,306	)
Grains		460		(119,875	)		368,516		-			249,101
Interest rates		73,543		(155,515	)		71,720		(385,303	)		(395,555	)
Livestock		23,200		-			900		(30,930	)		(6,830	)
Metals		14,275		(525,160	)		1,497,637		(46,755	)		939,997
Softs		4,595		(39,573	)		147,640		(16,320	)		96,342
Stock indices		1,364,509		(212,369	)		44,916		(46,171	)		1,150,885
Total futures contracts:		1,502,144		(1,253,340	)		2,256,900		(565,070	)		1,940,634
Forward currency contracts		704,813		(2,816,570	)		2,564,910		(722,091	)		(268,938	)
Total futures and  forward currency contracts	$	2,206,957	$	(4,069,910	)	$	4,821,810	$	(1,287,161	)	$	1,671,696

Fair value of futures and forward currency contracts at December 31, 2012

											Net Unrealized
	Fair Value - Long Positions					Fair Value - Short Positions					Gain (Loss) on
Sector	Gains		Losses			Gains		Losses			Open Positions
Futures contracts:
Energies	$	783,955	$	(7,368	)	$	49,968	$	(970,606	)	$	(144,051	)
Grains		-		(120,475	)		74,045		(6,838	)		(53,268	)
Interest rates		1,159,021		(516,593	)		10,171		-			652,599
Livestock		-		-			480		(3,700	)		(3,220	)
Metals		91,984		(23,529	)		645		(274,882	)		(205,782	)
Softs		4,385		-			243,519		(53,884	)		194,020
Stock indices		1,064,657		(123,949	)		-		(33,060	)		907,648
Total futures contracts:		3,104,002		(791,914	)		378,828		(1,342,970	)		1,347,946
Forward currency contracts		1,505,439		(1,782,268	)		1,788,055		(1,307,013	)		204,213
Total futures and forward currency contracts	$	4,609,441	$	(2,574,182	)	$	2,166,883	$	(2,649,983	)	$	1,552,159

The effect of trading futures and forward currency contracts is represented on the Statements of Operations for the three and six months ended June 30, 2013 and 2012 as “Net realized gains (losses) on closed positions: Futures and forward currency contracts” and “Net change in unrealized: Futures and forward currency contracts.” These trading gains and losses are detailed below.

17

Trading gains (losses) of futures and forward currency contracts for the three and six months ended June 30, 2013 and 2012

Sector	Three months ended: June 30, 2013			Three months ended: June 30, 2012			Six months ended: June 30, 2013			Six months ended: June 30, 2012
Futures contracts:
Energies	$	(1,467,346	)	$	(2,518,769	)	$	(2,442,342	)	$	(270,475	)
Grains		379,190			(1,179,208	)		162,306			(2,151,963	)
Interest rates		(6,362,619	)		6,347,658			(7,515,018	)		2,881,817
Livestock		(28,480	)		(127,140	)		3,200			(153,310	)
Metals		2,350,224			416,131			1,559,992			(1,149,195	)
Softs		3,176			457,641			532,036			928,494
Stock indices		(1,672,700	)		(2,709,652	)		5,215,032			(4,625,179	)
Total futures contracts:		(6,798,555	)		686,661			(2,484,794	)		(4,539,811	)
Forward currency contracts		(5,337,997	)		569,628			(5,023,749	)		(3,728,777	)
Total futures and forward currency contracts	$	(12,136,552	)	$	1,256,289		$	(7,508,543	)	$	(8,268,588	)

18

The following table presents average notional value by sector of open futures and forward currency contracts for the six months ending June 30, 2013 and 2012 in U.S. dollars. The Partnership’s average net asset value for the six months ended June 30, 2013 and 2012 was approximately $142,000,000 and $155,000,000, respectively.

Average notional value by sector of futures and forward currency contracts for the six months ended June 30, 2013 and 2012

	2013				2012
Sector	Long positions		Short positions		Long positions		Short positions
Futures contracts:
Energies	$	17,410,549	$	20,557,149	$	17,694,521	$	20,227,642
Grains		8,169,015		10,682,996		5,402,450		6,083,447
Interest rates		280,198,782		40,909,316		316,711,630		3,506,798
Livestock		450,827		3,425,623		-		1,759,247
Metals		6,822,280		18,127,180		4,907,391		17,085,304
Softs		2,945,474		7,801,894		1,088,196		6,970,048
Stock indices		116,919,212		1,781,133		21,582,371		23,840,285
Total futures contracts:		432,916,139		103,285,291		367,386,559		79,472,771
Forward currency contracts		141,448,915		70,579,501		65,624,804		106,304,626
Total futures and forward currency contracts	$	574,365,054	$	173,864,792	$	433,011,363	$	185,777,397

Notional values in the interest rate sector were calculated by converting the notional value in local currency of open interest rate futures positions with maturities less than 10 years to 10-year equivalent fixed income instruments and translated to U.S. dollars at June 30, 2013 and 2012. The 10-year note is often used as a benchmark for many types of fixed-income instruments and the General Partner believes it is a more meaningful representation of notional values of the Partnership’s open interest rate positions.

CONCENTRATION OF CREDIT RISK

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. Credit risk is normally reduced to the extent that an exchange or clearing organization acts as a counterparty to futures transactions since typically the collective credit of the members of the exchange is pledged to support the financial integrity of the exchange.

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

The Partnership’s forward currency trading activities are cleared by Barclays Bank PLC (“BB”), Deutsche Bank AG (“DB”) and Morgan Stanley & Co. LLC (“MS”). The Partnership’s concentration of credit risk associated with BB, DB or MS nonperformance includes unrealized gains inherent in such contracts, which are recognized in the Statements of Financial Condition plus the value of margin or collateral held by BB, DB and MS. The amount of such credit risk was $8,040,777 and $15,616,290 at June 30, 2013 and December 31, 2012, respectively.

4. PROFIT SHARE

The following table indicates the total profit share earned and reversed during the three and six months ended June 30, 2013 and 2012. Profit share earned (from Limited Partners’ redemptions) is credited to the New Profit Memo Account as defined in the Partnership’s Agreement of Limited Partnership.

	Three months ended:
	June 30,  2013			June 30, 2012
Profit share earned	$	39		$	-
Reversal of profit share (1)		(14,600	)		-
Total profit share	$	(14,561	)	$	-

⁽¹⁾ At April 1, 2013.

19

	Six months ended:
	June 30,  2013		June 30, 2012
Profit share earned	$	39	$	-
Total profit share.	$	39	$	-

5. RELATED PARTY TRANSACTIONS

The Partnership pays administrative expenses for legal, audit and accounting services, up to 0.25 of 1% per annum of the Partnership's average month-end net assets. A portion of such expenses are paid to an affiliate of the General Partner, The Millburn Corporation (“TMC”), for providing accounting services to the Partnership. The following table indicates the portion relating to administrative expenses as well as the portion relating to legal and accounting services provided to the Partnership by TMC during the three and six months ended June 30, 2013 and 2012. The General Partner pays all administrative expenses in excess of 0.25 of 1% per annum of the Partnership's average month-end net assets.

	Three  Months Ended  June 30, 2013		Three  Months Ended  June 30, 2012		Six  Months Ended  June 30, 2013		Six  Months Ended  June 30, 2012
Administrative Expenses	$	86,612	$	97,631	$	177,782	$	194,068
Legal and Accounting Services Provided by TMC	$	10,283	$	15,783	$	59,357	$	62,685

Limited partnership interests (“Interests”) sold through selling agents engaged by the General Partner are generally subject to a 2.5% redemption charge for redemptions made prior to the end of the twelfth month following their sale. All redemption charges will be paid to the General Partner. At June 30, 2013 and December 31, 2012, $781 and $123, respectively, was owed to the General Partner.

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

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

OPERATIONAL OVERVIEW

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

The General Partner has procedures in place to control market risk, although there can be no assurance that they will, in fact, succeed in doing so. These procedures primarily focus on (1) real time monitoring of open positions; (2) diversifying positions among various markets; (3) limiting the assets committed as margin or collateral, generally within a range of 5% to 35% of an account’s net assets, though the amount may at any time be higher; (4) prohibiting pyramiding - that is, using unrealized profits in a particular market as margin for additional positions in the same market; and (5) changing the equity utilized for trading by an account solely on a controlled periodic basis, not automatically due to an increase in equity from trading profits. The General Partner attempts to control credit risk by causing the Partnership to deal exclusively with large, well capitalized financial institutions as brokers and counterparties.

20

The financial instruments traded by the Partnership contain varying degrees of off-balance sheet risk whereby changes in the market values of the futures, forwards and spot contracts or the Partnership’s satisfaction of the obligations may exceed the amount recognized in the Statements of Financial Condition of the Partnership.

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

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

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

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

During its operations for the three and six months ended June 30, 2013, the Partnership experienced no meaningful periods of illiquidity in any of the numerous markets traded by the General Partner.

CRITICAL ACCOUNTING ESTIMATES

The Partnership records its transactions in futures, forwards and spot contracts, including related income and expenses, on a trade date basis. Open futures contracts traded on an exchange are valued at fair value, which is based on the closing settlement price on the exchange where the futures contract is traded by the Partnership on the day with respect to which net assets are being determined. Open spot currency contracts are valued based on the current Spot Price. Open forward currency contracts are recorded at fair value, based on pricing models that consider the Spot Price and Forward Point. Spot Prices and Forward Points for open forward currency contracts are generally based on the average midpoint of bid/ask quotations at the last second ending at 3:00 P.M. New York time provided by widely used quotation service providers on the day with respect to which net assets are being determined. Forward Points from the quotation service providers are generally in periods of one month, two months, three months, six months, nine months and twelve months forward while the contractual forward delivery dates for the forward currency contracts traded by the Partnership may be in between these periods. The General Partner’s policy to determine fair value for forward currency contracts involves first calculating the number of Months to Maturity, then identifying the Forward Month Contracts. Linear interpolation is then performed between the dates of these two Forward Month Contracts to calculate the interpolated Forward Point. The General Partner will also compare the calculated price to the forward currency prices provided by dealers to determine whether the calculated price is fair and reasonable.

21

RESULTS OF OPERATIONS

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

Periods ended June 30, 2013

Month Ending:	Total Partners' Capital
June 30, 2013	$	129,212,378
March 31, 2013		143,440,502
December 31, 2012		143,043,357

	Three Months			Six Months
Change in Partners' Capital	$	(14,228,124	)	$	(13,830,979	)
Percent Change		-9.92	%		-9.67	%

THREE MONTHS ENDED JUNE 30, 2013

The decrease in the Partnership’s net assets of $14,228,124 was attributable to withdrawals of $3,361,177, and net loss before profit share to General Partner of $13,160,547, which was partially offset by contributions of $2,279,000 and a reversal of accrued profit share to the General Partner of $14,600.

Brokerage fees are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Brokerage fees for the three months ended June 30, 2013 decreased $39,149 relative to the corresponding period in 2012. The decrease was due a decrease in average net assets of the Partnership during the three months ended June 30, 2013, relative to the corresponding period in 2012.

The Partnership pays administrative expenses for legal, audit and accounting services, up to 0.25 of 1% per annum of the Partnership’s average month-end net assets. Administrative expenses for the three months ended June 30, 2013 decreased $11,019 relative to the corresponding period in 2012. The decrease was due mainly to a decrease in the Partnership’s average net assets during the three months ended June 30, 2013, relative to the corresponding period in 2012.

Interest income is derived from cash and U.S. Treasury instruments held at the Partnership’s brokers and custodian. Interest income for the three months ended June 30, 2013 increased $11,775 relative to the corresponding period in 2012. This increase was due predominantly to an increase in short-term Treasury yields during the three months ended June 30, 2013 relative to the corresponding period in 2012.

During the three months ended June 30, 2013, the Partnership experienced net realized and unrealized losses of $12,203,932 from its trading operations (including foreign exchange translations and U.S. Treasury notes). Brokerage fees of $924,089, administrative expenses of $86,612, custody fees and other expenses of $7,555 and a reversal of total profit share to the General Partner of $14,561 were incurred. Interest income of $61,641 partially offset the Partnership's expenses resulting in net loss after profit share to the General Partner of $13,145,986. An analysis of the trading gain (loss) by sector is as follows:

Sector	% Gain (Loss)
Currencies		(3.65	)%
Energies		(1.01	)%
Grains		0.27	%
Interest rates		(4.42	)%
Livestock		(0.02	)%
Metals		1.70	%
Softs		0.01	%
Stock indices		(1.35	)%
Trading loss		(8.47	)%

22

SIX MONTHS ENDED JUNE 30, 2013

The decrease in the Partnership’s net assets of $13,830,979 was attributable to withdrawals of $7,675,074 and a net loss before profit share to General Partner of $9,557,905, which was partially offset by contributions of $3,402,000.

Brokerage fees are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Brokerage fees for the six months ended June 30, 2013 decreased $8,584 relative to the corresponding period in 2012. The decrease was due a decrease in average net assets of the Partnership during the six months ended June 30, 2013, relative to the corresponding period in 2012.

The Partnership pays administrative expenses for legal, audit and accounting services, up to 0.25 of 1% per annum of the Partnership’s average month-end net assets. Administrative expenses for the six months ended June 30, 2013 decreased $16,286 relative to the corresponding period in 2012. The decrease was due mainly to a decrease in the Partnership’s average net assets during the six months ended June 30, 2013, relative to the corresponding period in 2012.

Interest income is derived from cash and U.S. Treasury instruments held at the Partnership’s brokers and custodian. Interest income for the six months ended June 30, 2013 increased $22,404 relative to the corresponding period in 2012. This increase was due predominantly to an increase in short-term Treasury yields during the six months ended June 30, 2013 relative to the corresponding period in 2012.

During the six months ended June 30, 2013, the Partnership experienced net realized and unrealized losses of $7,635,963 from its trading operations (including foreign exchange translations and U.S. Treasury notes). Brokerage fees of $1,855,362, administrative expenses of $177,782, custody fees and other expenses of $15,113 and an earned profit share allocation to the General Partner of $39 were incurred. Interest income of $126,315 partially offset the Partnership's expenses resulting in net loss after profit share to the General Partner of $9,557,944. An analysis of the trading gain (loss) by sector is as follows:

Sector	% Gain (Loss)
Currencies		(3.42	)%
Energies		(1.67	)%
Grains		0.13	%
Interest rates		(5.23	)%
Livestock		(0.01	)%
Metals		1.15	%
Softs		0.38	%
Stock indices		3.41	%
Trading loss		(5.26	)%

MANAGEMENT DISCUSSION – 2013

Three months ended June 30, 2013

The Partnership net asset value declined sharply as losses from trading financial futures, currency forwards, and, to a lesser extent, energy futures outdistanced the gains from trading metals and agricultural commodity futures.

Market dynamics shifted dramatically during the second quarter. Global markets were roiled by concerns about an earlier than expected Federal Reserve exit from its quantitative easing program and about slowing Chinese growth amid a credit squeeze sanctioned by the People’s Bank of China.

During the first four months of 2013, long interest rate futures positions had been profitable and, in fact, the low yield on the U.S. ten-year note for 2013 was hit on May 2 at 1.63%. Subsequently, however, testimony before Congress by Federal Reserve Chairman Bernanke and comments by several other Federal Reserve officials raised concerns that the quantitative easing policy might be ended or at least tapered off sooner than had previously been expected. In addition, favorable U.S. employment data and housing market statistics and several other solid economic reports pointed to continued U.S. growth. In response, yields on U.S. notes and bonds reversed abruptly and moved sharply higher. There was also a sympathetic move higher in yields on Canadian, European and Australian notes and bonds. Finally, in Japan, the aggressive monetary policy change announced in April seemed to trigger a shift of funds out of Japanese government bonds to equities domestically or to higher yielding investments offshore, which led to rising Japanese goverment bond yields. Sizable losses were suffered on long positions in U.S., German, British, Canadian, Australian and Japanese interest rate futures. By quarter-end, U.S., Australian, Canadian and British note and bond positions had been reversed to short positions, and German note and bond positions were mixed. Long positions in short-term interest rate futures for the U.S., Canada, Australia, Germany and the United Kingdom were also unprofitable, and were reduced or reversed.

Foreign exchange trading was unprofitable. The abrupt upward turn in U.S. interest rates also triggered an upturn in the U.S. dollar, and short U.S. dollar trades versus a number of currencies posted losses. A number of commodity currencies fell sharply after Chinese economic reports came in weaker than anticipated, further dampening the growth prospects of those countries. Thus, short U.S. dollar trades against the currencies of New Zealand, Australia, Canada and Mexico generated losses and were reduced or reversed. Short U.S. dollar trades against Chile, Switzerland, Sweden, Poland and the Euro also were unprofitable and were reduced or reversed. Long Australian dollar trades versus the Euro, yen and pound sterling produced losses. Short Euro trades relative to Poland, Sweden and Turkey, and trading the Swiss franc against the Norwegian krone produced losses as well. Meanwhile, long U.S. dollar trades against the Japanese yen, Indian rupee, Indonesian rupiah, Turkish lira and South African rand were profitable. On the other hand, long U.S. dollar trades relative to the British Pound Sterling, Czech koruna and Norwegian krone were unprofitable.

The threat of an early end to the liquidity from quantitative easing, higher interest rates and worries about slower Chinese growth prompted an equity selloff, leading to losses on long equity futures positions. Losses were widespread, including European, Asian, North American and South African indices. A short CBOE VIX trade was unprofitable as well. Long positions in Japanese indices were profitable.

Energy trading was unprofitable as small short positions in Brent crude oil, WTI crude oil, and RBOB gasoline registered marginal losses when prices drifted higher in the wake of increasing unrest in the Middle East. Trading of natural gas was unprofitable.

Short positions in gold, silver, aluminum, copper and nickel produced profits that far outdistanced losses from trading lead and zinc.

Trading of agricultural commodities was marginally profitable. Profits from short coffee, sugar soybean oil and cattle positions, and from a long soybean position marginally outweighed the losses from a long cotton trade and short corn and hog trades.

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Three months ended March 31, 2013 

The Partnership produced a profit during the quarter predominantly due to gains from long equity positions. There was also a fractional gain from trading soft commodities. Currency trading was nearly flat. On the other hand, trading of interest rate, energy, metal and agricultural commodity futures generated losses.

During the quarter, market participants were encouraged by an improvement in U.S. economic conditions, by signs that China’s growth was recovering after having bottomed in the third quarter of 2012, by continued monetary ease worldwide, and by evidence that some grudging progress was being made on the banking and fiscal problems that have plagued developed economies in recent years. At times, however, this enthusiasm was dampened by a variety of factors including: ongoing debate about the future direction of monetary policies and quantitative easing; discussion about the efficacy of continued austerity in the developed world; the possible impact of the U.S. sequestration; talk of political scandals in Spain; labor unrest in Greece; the unexpected Italian election results; and the Cypriot crisis.

With U.S. manufacturing, housing and employment data remaining positive, long positions in U.S. equity futures were profitable as well as a short position in the VIX index. Long positions in Japanese equity futures were profitable in the wake of the Bank of Japan’s accommodative rhetoric. Long Swedish, German, Dutch, Australian, South African, Singaporean and Taiwanese equity index trades were also positive. On the other hand, long positions in Italian, Spanish, Chinese, Korean and Hong Kong equity futures produced partially offsetting losses.

Currency trading was mixed and essentially flat for the quarter. Long U.S. and Australian dollar trades against the Japanese yen were quite profitable as Japan’s leaders forged ahead with promises of monetary accommodation. Long Australian positions relative to British Pound Sterling and the Euro, and long U.S. dollar and Euro trades against the South African rand also posted gains. Finally, short Euro trades versus Romanian Leu, Swedish Krone and Turkish Lira, and short U.S. dollar trades versus Chilean and Mexican Peso and Israeli Shekel were profitable. On the other hand, short U.S. dollar trades versus the currencies of the United Kingdom, Canada, Colombia, South Korea, Singapore, Norway, Poland and Switzerland registered losses and were reduced as were short Euro trades against the currencies of Norway, Poland, Hungary and the Czech Republic.

In January when growth prospects brightened and risk aversion dissipated, interest rates rose and long positions in German, U.S., Australian, Canadian, British and French note and bond futures—which had been highly profitable for the last two years—produced losses and were reduced. In late February and March, increasing worry increased the purchase of government securities, and the long—though reduced—positions produced profits that fell short of earlier losses. For the quarter, long U.S. note and bond positions were profitable, as was a long JGB trade. On the other hand, trading of German, British, Canadian and Australian interest rate futures was unprofitable.

Trading of commodities was fractionally unprofitable. Among soft commodities, short positions in coffee and sugar were profitable due to the weight of abundant supplies on price. Also, a long cotton trade produced a gain. In grains, the losses from trading corn and the soybean complex outdistanced the gain from a short wheat position. Energy prices were volatile during the quarter and the losses from trading crude oil, heating oil and London gas oil were greater than the profits from a long RBOB gasoline position and from trading natural gas. In metals, profits from short copper and aluminum positions fell short of the losses from long gold, silver, platinum, zinc, lead and nickel trades.

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Periods ended June 30, 2012

Month Ending:	Total Partners' Capital
June 30, 2012	$	150,138,303
March 31, 2012		150,361,558
December 31, 2011		156,618,296

	Three Months			Six Months
Change in Partners' Capital	$	(223,255	)	$	(6,479,993	)
Percent Change		-0.15	%		-4.14	%

THREE MONTHS ENDED JUNE 30, 2012

The decrease in the Partnership’s net assets of $223,255 was attributable to withdrawals of $5,676,706, which was partially offset by contributions of $5,151,200 and a net gain of $302,251.

Brokerage fees are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Brokerage fees for the three months ended June 30, 2012 increased $144,648 relative to the corresponding period in 2011. The increase was due to an increase in the net asset value of fee-paying limited partners which was partially offset by a decrease in average net assets of the Partnership during the three months ended June 30, 2012, relative to the corresponding period in 2011.

The Partnership pays administrative expenses for legal, audit and accounting services, up to 0.25 of 1% per annum of the Partnership’s average month-end net assets. Administrative expenses for the three months ended June 30, 2012 decreased $3,226 relative to the corresponding period in 2011. The decrease was due mainly to a decrease in the Partnership’s average net assets during the three months ended June 30, 2012, relative to the corresponding period in 2011.

Interest income is derived from cash and U.S. Treasury instruments held at the Partnership’s brokers and custodian. Interest income for the three months ended June 30, 2012 decreased $51,920 relative to the corresponding period in 2011. This decrease was due predominately to a decrease in short-term Treasury yields, in addition to a decrease in average net assets, during the three months ended June 30, 2012, relative to the corresponding period in 2011.

During the three months ended June 30, 2012, the Partnership experienced net realized and unrealized gains of $1,329,133 from its trading operations (including foreign exchange translations and U.S. Treasury notes). Brokerage fees of $963,238, administrative expenses of $97,631 and custody fees and other expenses of $15,879 were incurred. Interest income of $49,866 partially offset the Partnership's expenses resulting in a net gain of $302,251. An analysis of the trading gain (loss) by sector is as follows:

Sector	% Gain (Loss)
Currencies		0.36	%
Energies		(1.61	)%
Grains		(0.76	)%
Interest rates		4.13	%
Livestock		(0.09	)%
Metals		0.25	%
Softs		0.30	%
Stock indices		(1.76	)%
Trading gain		0.82	%

SIX MONTHS ENDED JUNE 30, 2012

The decrease in the Partnership’s net assets of $6,479,993 was attributable to a net loss of $10,186,580 and withdrawals of $7,818,613, which was partially offset by contributions of $11,525,200.

Brokerage fees are calculated on the net asset value on the last day of each month and are affected by trading performance, subscriptions and redemptions. Brokerage fees for the six months ended June 30, 2012 increased $208,740 relative to the corresponding period in 2011. The increase was due to an increase in the net asset value of fee-paying limited partners which was partially offset by a decrease in average net assets of the Partnership during the six months ended June 30, 2012, relative to the corresponding period in 2011.

The Partnership pays administrative expenses for legal, audit and accounting services, up to 0.25 of 1% per annum of the Partnership’s average month-end net assets. Administrative expenses for the six months ended June 30, 2012 decreased $8,674 relative to the corresponding period in 2011. The decrease was due mainly to a decrease in the Partnership’s average net assets during the six months ended June 30, 2012, relative to the corresponding period in 2011.

Interest income is derived from cash and U.S. Treasury instruments held at the Partnership’s brokers and custodian. Interest income for the six months ended June 30, 2012 decreased $123,588 relative to the corresponding period in 2011. This decrease was due predominately to a decrease in short-term Treasury yields, in addition to a decrease in average net assets, during the six months ended June 30, 2012, relative to the corresponding period in 2011.

During the six months ended June 30, 2012, the Partnership experienced net realized and unrealized losses of $8,208,404 from its trading operations (including foreign exchange translations and U.S. Treasury notes). Brokerage fees of $1,863,946, administrative expenses of $194,068 and custody fees and other expenses of $24,073 were incurred. Interest income of $103,911 partially offset the Partnership's expenses resulting in a net loss of $10,186,580. An analysis of the trading gain (loss) by sector is as follows:

Sector	% Gain (Loss)
Currencies		(2.37	)%
Energies		(0.18	)%
Grains		(1.36	)%
Interest rates		1.82	%
Livestock		(0.09	)%
Metals		(0.72	)%
Softs		0.61	%
Stock indices		(2.93	)%
Trading loss		(5.22	)%

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MANAGEMENT DISCUSSION – 2012

Three months ended June 30, 2012

The Partnership was marginally negative net of fees and expenses during the quarter as gains from trading over the first 89 calendar days of the period were erased on the final trading day of June following a surprise announcement from the latest European Union (“E.U.”) economic summit. Gains from interest rate futures trading and, to a lesser extent, from trading non-dollar cross rates and metal and soft commodity futures were offset by losses from trading stock index, energy and grain futures.

The global recovery, which was not very robust to begin with, displayed signs of additional weakness throughout the April-June period. Banking and sovereign stresses in the Euro area, highlighted by two Greek elections in two months, increased. Growth in a number of emerging market economies—China, Brazil, and India, for example—disappointed. In the U.S., economic activity decelerated during the first half of the year so that second quarter growth is now expected to register less than 2%. These forces had led to gains on long interest rate positions, long dollar positions, and short energy, metals and soft commodity positions. Then, on June 29, E.U. leaders announced an agreement to moderate conditions on emergency loans to Spanish banks, ease borrowing costs for Spain and Italy, move toward direct recapitalization of European banks with bailout funds, discuss a full E.U. banking union with European Central Bank supervision, advance the fiscal union discussion and discuss a 120 billion euro fund to promote growth. While most of these provisions were anticipatory and not hard facts, the timing of the news—on a Friday before a U.S. holiday on the last trading day of the month and quarter—triggered a strong, albeit ephemeral, response, resulting in a major appreciation of the euro and other currencies versus the U.S. dollar, a selloff of safe harbor government debt and a strong rise in energy and metal prices. These market moves sent the Partnership’s returns for the quarter from a sizable gain to roughly breakeven.

Despite some end of June giveback, the sizable demand for the safest investments drove higher the prices of German, U.S., British, Australian, Canadian and Japanese government note and bond futures, leading to sizable profits on long positions. Indeed the yields on German, U.S. and British ten year notes, among others, fell to post World War II record lows. Measures to ease monetary policy by Brazil, India, China and Australia pointed to growth concerns and further encouraged safe haven demand.

As the growth outlook deteriorated, the prices of industrial metals fell and short positions were profitable. Gold and silver prices also fell and long positions generated losses and were closed and reversed to a small short trade.

Turning to soft commodities, short positions in cotton and coffee were profitable, while the loss on a long sugar trade offset those gains somewhat.

Short euro trades versus the Australian dollar and Turkish lire were profitable, as was a long Aussie trade against the Swiss franc. U.S. dollar currency trading was flat for the quarter, largely due to U.S. dollar selling in the wake of the June 29 news from Europe. For most of the quarter the U.S. dollar had risen and long dollar positions against the euro, the currencies of India, Israel, Switzerland and to a lesser extent Brazil, Norway, Sweden and the Czech Republic were profitable. Meanwhile, losses were suffered trading the dollar vis-à-vis the pound, yen, Canadian dollar, South African rand and a number of other high yield and emerging market currencies.

Energy prices fell against the background of weakening growth and a stronger U.S. dollar, and long positions in crude and crude products produced losses and in most cases were closed or reversed. Those short energy positions sustained losses during the June 29 rally. Natural gas trading was marginally negative.

Equity futures prices weakened as first quarter optimism dissipated. Long positions in U.S., Japanese, British, German and Dutch equity futures produced losses. Short positions in Spanish and Canadian equity futures generated smaller profits.

Grain prices were quite volatile during the quarter, generally declining through May as crop prospects were encouraging, and then soaring during June as drought struck the U.S. Midwest. Consequently, trading of corn, soybeans and wheat produced losses that outdistanced a small gain from trading soybean meal.

Three months ended March 31, 2012

The Partnership produced a loss during the quarter as losses from trading currency forwards and interest rates, equities, metals and grains futures overwhelmed gains from trading energies and soft commodities futures. The sentiment of market participants during the quarter was driven by the belief that both the economic outlook and the European debt crisis were improving.

Foreign exchange trading was particularly volatile and unprofitable. Entering the quarter, the U.S. dollar had been trading higher against most currencies based on relative economic strength, financial tumult in Europe and perceived weakening of growth in China. As these factors receded and the U.S. interest rates appeared to be staying negligible for an extended period the dollar sold off against Central and South American, European and Asian currencies generating losses on long dollar positions and in many cases bringing a reversal to short dollar positions. Later, short dollar trades versus the Brazilian real, Colombian peso and Chilean peso also generated losses. For the Brazilian real in particular, a larger than expected cut in the Brazilian Central Bank’s Selic benchmark interest rate and increased capital controls geared toward weakening the currency undermined the real. Also, a long Japanese yen trade versus the U.S. dollar lost money and was reversed to a short trade after the Japanese yen weakened suddenly following a surprise expansionary move by the Bank of Japan which increased its asset purchase program by $130 billion and set an inflation target for the first time.

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Turning to non-U.S. dollar cross rates, long Australian dollar positions against a variety of currencies generated losses when the Australian dollar weakened as slowing growth, rising unemployment and declining inflation statistics combined with forecasts of a Chinese growth slowdown to increase the likelihood that the Reserve Bank of Australia might ease monetary policy. Short Euro trades against several currencies were unprofitable as the Euro rebounded when the European Central Bank’s longer-term refinancing operation program improved the functioning of financial markets in Europe and as the size of the European rescue fund was substantially raised.

Whether from a reduced need for safety because of an improving economic outlook, particularly in the U.S., from an increased worry about inflation, from a renewed concern about government debt levels or from a reduced likelihood of a third round of quantitative easing from the Federal Reserve, interest rates rose and long positions in U.S., Australian, Canadian, British and Japanese note and bond futures produced losses.

A first quarter rally in equity markets was rather widespread as market participants responded favorably to an apparent improvement in the global economic outlook, particularly in the U.S. and to progress by the European Union toward resolving their sovereign debt crisis. Long positions in U.S. equity futures were profitable, as was a short CBOE VIX trade that also benefitted from rising equity markets. However, short positions in numerous European and Asian equity indices, especially Japan, China, Hong Kong and Germany, produced even bigger losses.

Industrial metals had been in a sustained downtrend but as pessimism about global growth swung to modest optimism, perhaps prematurely, the metals rallied strongly, generating losses on short positions. A short platinum position also was unprofitable as a supply interruption from South Africa boosted prices.

In the energy markets, long positions in Brent crude, RBOB gasoline, London gas oil and heating oil benefited from the general commodity rally and continued stresses from the Middle East, and as a result were profitable. The biggest winner in the sector was short positions in natural gas where the supply boom from fracking and horizontal drilling in shale formations continues to drive prices down.

Trading of agricultural commodities was marginally negative. Short grain trades, especially in the soybean complex, were unprofitable. A short cocoa position was unprofitable as hot, dry weather hit the Ivory Coast and raised fears that an expected bumper crop might face significant damage. Short cotton and rubber trades were also unprofitable when prices rose as pessimism about worldwide growth lifted at least temporarily. A short Arabica coffee trade produced a profit as expectations of a bumper Brazilian harvest pushed Arabica to its lowest price in 18 months in late March.

OFF-BALANCE SHEET ARRANGEMENTS

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

CONTRACTUAL OBLIGATIONS

The Partnership does not enter into any contractual obligations or commercial commitments to make future payments of a type that would be typical for an operating company or that would affect its liquidity or capital resources. The Partnership’s sole business is trading futures, forward currency, spot, option and swap contracts, both long (contracts to buy) and short (contacts to sell). The Partnership may also engage in trading swaps. All such contracts are settled by offset, not delivery. Substantially all such contracts are for settlement within four months of the trade date and substantially all such contracts are held by the Partnership for less than four months before being offset or rolled over into new contracts with similar maturities. The financial statements present a Condensed Schedule of Investments setting forth the Partnership’s open futures and forward currency contracts, both long and short, at June 30, 2013.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4.   CONTROLS AND PROCEDURES

The General Partner, with the participation of its principal executive officers and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Partnership as of the end of the period covered by this quarterly report, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective. There were no changes in the General Partner's internal controls over financial reporting during the quarter ended June, 2013 that have materially affected, or are reasonably likely to materially affect, the General Partner's internal controls over financial reporting with respect to the Partnership.

27

PART II.  OTHER INFORMATION

ITEM 1.  Legal Proceedings

None.

ITEM 1A. Risk Factors

Not required.

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

(a)   Pursuant to the Partnership's Agreement of Limited Partnership, the Partnership may sell Interests at the beginning of each calendar month.  On January 1, 2013, February 1, 2013, March 1, 2013, April 1, 2013, May 1, 2013 and June 1, 2013 the Partnership sold Interests to new and existing limited partners of $873,000, $75,000, $175,000, $1,408,000, $293,000 and $578,000, respectively.   There were no underwriting discounts or commissions in connection with the sales of the Interests described above.

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

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

The following table summarizes Interests redeemed during the three months ended June 30, 2013:

Date of Withdrawal	Limited Partners			Special Limited Partners			Total
April 30, 2013	$	(529,757	)	$	(24,654	)	$	(554,411	)
May 31, 2013		(1,736,829	)		(45,000	)		(1,781,829	)
June 30, 2013		(591,656	)		(433,281	)		(1,024,937	)
Total	$	(2,858,242	)	$	(502,935	)	$	(3,361,177	)

ITEM 3.  Defaults Upon Senior Securities

None.

ITEM 4.  Mine Safety Disclosures

Not Applicable.

ITEM 5.  Other Information

None.

ITEM 6.  Exhibits

The following exhibits are included herewith:

31.01	Rule 13(a)-14(a)/15(d)-14(a) Certification of Co-Chief Executive Officer
31.02	Rule 13(a)-14(a)/15(d)-14(a) Certification of Co-Chief Executive Officer
31.03	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer
32.01	Section 1350 Certification of Co-Chief Executive Officer
32.02	Section 1350 Certification of Co-Chief Executive Officer
32.03	Section 1350 Certification of Chief Financial Officer
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

* XBRL information is furnished and not filed for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

28

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By:	Millburn Ridgefield Corporation,	/s/ Tod A. Tanis
	General Partner	Tod A. Tanis
		Vice-President
Date: August 13, 2013		(Principal Accounting Officer)

29