Filed pursuant to Rule 424(b)(3)

File No. 333-119338

                                           December 17, 2008

SUPPLEMENT DATED DECEMBER 17, 2008 TO PROSPECTUS DATED DECEMBER 3, 2007

Dear Investor(s):

GRANT PARK FUTURES FUND NOVEMBER PERFORMANCE UPDATE

FUND	NOVEMBER	2008 YTD	Total NAV	NAV/Unit
Grant Park Futures Fund Class A Units	2.76%	18.63%	$85.1M	$1,553.422
Grant Park Futures Fund Class B Units	2.69%	17.70%	$536.8M	$1,344.919

ALL PERFORMANCE REPORTED IS NET OF FEES AND EXPENSES

A bearish outlook for the global economy drove profits during the month.  Long fixed income positions gained as volatile equity markets caused investors to see safer investments.  Prices also rose because of speculation Central banks in the U.S. and abroad would cut interest rates in the near future, leading speculative buying throughout the month.

The majority of sector gains in the foreign exchange markets came from positions in emerging currencies.  Among the most profitable were positions in the Argentine peso, South Korean won, and Singapore and Taiwan dollars.  Slowing economic growth across Europe also added to gains as the British pound, euro, and Swiss franc weakened against Grant Park’s long dollar positions.

Grant Park posted profits on its short positions as most major indices fell. News that the U.S. Troubled Asset Relief Program (TARP) was no longer going to purchase toxic assets from financial institutions sent equity markets reeling mid-month.  However, the announcement of a $300 billion bailout plan for ailing Citibank caused a slight reversal in the equity markets towards month-end, which partially offset Grant Park’s gains.

The portfolio benefited from a sector-wide decline in the energy markets.  Among the best performers were short positions in the crude and Brent crude oil markets, which posted gains from price declines that exceeded 20%.  Although there were a number of bullish fundamental factors impacting the energy markets, including the hijacking of a Saudi oil tanker and further attacks on oil refineries in Nigeria, analysts primarily attribute the downward moves to shifts in the financial markets.

Weak prices in the corn markets were the main driver in sector gains this past month.  Corn prices fell 12.8% for the month due to reduced exports and a failing ethanol industry.  As the price of crude oil continued to decline, many ethanol manufacturers and distributors have been forced to shut down, therefore reducing the demand for corn.

Grant Park posted slight gains in the metals markets as base metal prices moved lower alongside short positions.  Profits were partially offset, however, as short gold positions finished the month slightly negative.  At month-end, bullish speculators using gold as a proxy for the equity markets, bid gold prices up, resulting in minor losses for the portfolio.

Grant Park Futures Fund – Special Notice to Investors

Given the recent emerging news concerning the alleged fraud uncovered at Bernard L. Madoff Investment Securities, we want to address a number of questions we believe investors may have concerning whether Grant Park Futures Fund has any assests invested in or managed by Madoff Investment Securities, or whether Grant Park is similar in any way to that firm or its affiliates.

We want our investors to know that neither Grant Park Futures Fund nor Dearborn Capital Management, Grant Park’s general partner, has any assets invested in or managed by Madoff Investment Securities or any of its affiliated entities, or any other type of exposure to or relationship with such firms.

A publicly offered managed futures fund, such as Grant Park, is highly regulated by multiple state, federal, and self-regulatory agencies, including the Securities and Exchange Commission (SEC), the Commodities Futures Trading Commission (CFTC), and the Financial Industry Regulatory Authority (FINRA), among others.

555 West Jackson      Suite 600      Chicago, IL 60661      312.756.4450      312.756.4452 fax      800.217.7955

Performance Hotline: 866.516.1574 (Toll Free)      www.dearborncapital.com

The following are several important facts about Grant Park that differentiate the fund from a firm like Madoff and its affiliates:

·   Unlike Madoff, the Grant Park Futures Fund is a public fund, subject to the periodic public reporting requirements of the federal securities laws, which require public companies to publish and make publicly available information regarding the management, operations and performance of the fund, including the fund’s annual and quarterly financial statements.

·   Unlike Madoff, Grant Park, as a public company, is subject to the requirements of Section 404 of the Sarbanes Oxley Act relating to management’s and its independent accountants’ certification of the effectiveness of the fund’s internal control over financial reporting.

·   Unlike Madoff, Grant Park’s and its General Partner’s financial statements are audited annually by an independent registered public accounting firm, McGladrey & Pullen, LLP, the fifth largest auditing firm in the U.S.

·   Unlike Madoff, Grant Park employs an industry-recognized, independent calculation agent to establish the value of the fund.

·   Unlike Madoff, Grant Park maintains the cash portion of the fund in a separate, segregated account and all accounts and trading activity are conducted with internationally recognized clearing firms.

If you have any questions or seek additional clarification, please do not hesitate to call our offices at 866.242.4055 or e-mail us at funds@dearborncapital.com.

Sincerely,

David Kavanagh

President

Enclosures

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

FUTURES TRADING INVOLVES A HIGH DEGREE OF RISK AND IS NOT SUITABLE FOR ALL INVESTORS

THIS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITY FOR SALE, OFFERING BY PROSPECTUS ONLY

Daily fund performance is available on our website at www.dearborncapital.com along with weekly commentary.   Weekly performance information is also available on our performance hotline at (312)788-2272 or (866) 516-1574 (toll free)[Missing Graphic Reference]

555 West Jackson      Suite 600      Chicago, IL 60661      312.756.4450      312.756.4452      fax 800.217.7955

Performance Hotline: 866.516.1574 (Toll Free)      www.dearborncapital.com

GRANT PARK FUTURES FUND, LIMITED PARTNERSHIP

ACCOUNT STATEMENT

(PREPARED FROM BOOKS WITHOUT AUDIT)

FOR THE MONTH ENDED

NOVEMBER 30, 2008

Statement of Income
	Month (A Units) In US $			Year to Date (A Units) In US $			Month (B Units) In US $			Year to Date (B Units) In US $			Month Total In US $			Year to Date Total In US $
Trading Income (Loss):
Realized Trading Income (Loss)		2,730,463			20,845,118			17,130,117			118,090,859			19,860,580			138,935,977
Change in Unrealized Income (Loss)		317,845			691,085			1,994,063			5,461,688			2,311,908			6,152,773
Brokerage Commissions		(10,197	)		(174,665	)		(63,974	)		(1,018,917	)		(74,171	)		(1,193,582	)
Exchange, Clearing Fees and NFA charges		(21,554	)		(277,588	)		(135,220	)		(1,628,755	)		(156,774	)		(1,906,343	)
Other Trading Costs		(75,502	)		(674,901	)		(473,674	)		(3,968,543	)		(549,176	)		(4,643,444	)
Change in Accrued Commissions		(1,728	)		13,543			(10,840	)		74,216			(12,568	)		87,759
Net Trading Income (Loss)		2,939,327			20,422,592			18,440,472			117,010,548			21,379,799			137,433,140
Other Income:
Interest, U.S. Obligations		73,881			583,171			463,508			3,442,525			537,389			4,025,696
Interest, Other		105,466			1,530,214			661,663			8,873,381			767,129			10,403,595
US Govt Sec Gain/Loss		3,550			7,665			22,271			47,779			25,821			55,444
Total Income (Loss)		3,122,224			22,543,642			19,587,914			129,374,233			22,710,138			151,917,875
Expenses:
Incentive Fees to Trading Managers		331,896			4,248,722			2,082,219			24,379,436			2,414,115			28,628,158
Administrative Fees		18,163			185,601			113,951			1,090,333			132,114			1,275,934
O&O Expenses		14,531			148,481			273,483			2,616,801			288,014			2,765,282
Brokerage Expenses		439,553			4,491,554			2,962,737			28,348,680			3,402,290			32,840,234
Illinois Replacement Tax
Total Expenses		804,143			9,074,358			5,432,390			56,435,250			6,236,533			65,509,608
Net Income (Loss)		2,318,081			13,469,284			14,155,524			72,938,983			16,473,605			86,408,267
Statement of Changes in Net Asset Value
Beginning Balance		82,875,144			72,077,907			514,844,140			383,607,889			597,719,284			455,685,796
Additions		1,093,000			17,030,083			11,947,195			117,945,065			13,040,195			134,975,148
Net Income (Loss)		2,318,081			13,469,283			14,155,524			72,938,983			16,473,605			86,408,266
Redemptions		(1,183,928	)		(17,474,976	)		(4,123,140	)		(37,668,218	)		(5,307,068	)		(55,143,194	)
Balance at NOVEMBER 30, 2008		85,102,297			85,102,297			536,823,719			536,823,719			621,926,016			621,926,016
Total Units Held at End of The Period					54,783.74776						399,149.40534
Net Asset Value Per Unit					1,553.422						1,344.919
Rate of Return		2.76	%		18.63	%		2.69	%		17.70	%

To the best of my knowledge and belief the information

        contained herein is accurate and complete.

DAVID KAVANAGH, PRESIDENT

FOR DEARBORN CAPITAL MANAGEMENT, LLC

GENERAL PARTNER OF GRANT PARK FUTURES FUND LIMITED PARTNERSHIP