##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 000-52604
 SMITH BARNEY TIDEWATER FUTURES FUND L.P.
   New York
    
    04-3621353(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 c/o Citigroup Managed Futures LLC
55 East 59th Street  10th Fl.
New York, New York 10022
   (212) 559-2011
   None
 Securities registered pursuant to Section 12(g) of the Act:
    
    Redeemable Units of Limited
Partnership Interest     (Title of Class)
  Yes  No X
  Yes  No X
  Yes X No
   12b-2
  X
  Yes  No X




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##### Table of Contents



PART I
 
 Item 1. Business .
 General Development of Business
 Financial Statements
and Supplementary Data
         2




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##### Table of Contents



Financial information about industry segments Selected Financial
Data
 Narrative description of business
    Financial Information About Geographic Areas
 Available Information
 Reports to Security Holders
 Enforceability of Civil Liabilities Against Foreign Persons
 Smaller Reporting Companies.
 
 Item 1A. Risk Factors .
 As a result of leverage, small changes in the price of the Partnerships positions may result
in major losses.
  An investor may lose all of their investment.
  The Partnership will pay substantial fees and expenses regardless of profitability.
  An investors ability to redeem or transfer units is limited.
  3




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##### Table of Contents



Conflicts of interest exist.
   2.
    
    The Advisor, the commodity broker and their principals and affiliates may trade in
commodity interests for their own accounts; and
 3.
    
    Smith Barney financial advisors will receive ongoing compensation for providing
services to an investors account.
 Investing in units might not provide the desired diversification of an investors overall
portfolio.
  Past performance is no assurance of future results.
  An investors tax liability may exceed cash distributions.
  New regulation may impact the Partnerships trading.
  
 Item 2. Properties .
  
 Item 3. Legal Proceedings .
    Regulatory Matters
  IPO Civil Litigation
   In
Re: Initial Public Offering Securities Litigation en banc
 4




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##### Table of Contents



Enron-Related Civil Actions
  Enron v. Citigroup, et al. (In re Enron Corp., et
al.)
 In Re:
NewPower Holdings Securities Litigation
 OCM
Opportunities Fund III, L.P., et al. v. Citigroup Inc., et al.; Pacific Investment Management Co.
LLC, et al. v. Citigroup Inc., et al.; AUSA Life Insurance v. Citigroup Inc., et al. and Principal
Global Investors v. Citigroup Inc., et al
 Newby Retirement Systems of Alabama v. Merrill Lynch, et al.
 Newby, et
al. v. Enron Corp., et al.
 5




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##### Table of Contents



Ravenswood I, L.L.C., et al. v.
Citigroup, Inc., et al. Newby
 American National Insurance Co., et al. v. Citigroup Inc.,
et al. Newby
 Silvercreek Management Inc. v. Salomon Smith Barney, Inc.
 Public Employees Retirement
Systems of Ohio v. Fastow, et al. Newby
 Connecticut Resources Recovery Authority v. Lay,
et al. Newby
 Public Utility District
No. 1 of Snohomish County, Washington v. Citigroup, et al. Newby
 Newby
 6




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##### Table of Contents



Avenue Capital Management II, L.P., et al. v. J.P. Morgan Chase & Co.,
et al., DK Acquisition, et al. v. J.P. Morgan Chase, et al. Newby Bayerische Landesbank, et al. v. J.P.
Morgan Chase Bank, et al. Newby
  Vanguard Balanced Index Fund, et al. v. Citigroup, et al. Newby
  Dynegy Inc.
 In Re: Dynegy Inc. Securities Litigation
 7




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WorldCom-Related Litigation
 In Re: WorldCom, Inc. Securities
Litigation
   In Re:
WorldCom, Inc. Securities Litigation
 8




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##### Table of Contents



Weinstein, et al. v. Ebbers, et al.
 Retirement Systems of Alabama, et al. v. J.P. Morgan Chase & Co., et al. Public
Employees Retirement System of Ohio v. Ebbers, et al. New York City
Employees Retirement System v. Ebbers, et al.
  Sturm, et al. v. Citigroup, et al.
 In Re: Targets Securities Litigation
 9




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##### Table of Contents



Global Crossing
 In Re: Global Crossing, Ltd.
Securities Litigation
   Adelphia Communications Corporation
  10




---



##### Table of Contents



In Re Adelphia Communications Corporation Securities and
Derivative Litigation
 Mutual Funds
   11




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##### Table of Contents



Research Analyst Litigation
   In Re Salomon Analyst Metromedia Litigation
 In Re Salomon
Analyst AT&T Litigation In Re Salomon Analyst Level 3 Litigation, In Re Salomon Analyst
XO Litigation In Re Salomon Analyst Williams Litigation
 California State Teachers Retirement System v. Qwest
Communications
 12




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##### Table of Contents



International, Inc., et al. State Universities Retirement System of Illinois v.
Qwest Communications International Inc., et al
  Norman v. Salomon Smith Barney, et al.
 Disher v. Citigroup Global Markets Inc.
 Supervisory Investigation
  Citigroup Shareholder Litigation
  13




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##### Table of Contents



NASD Settlement
  Auction Rate Securities
  Finn v. Smith
Barney, et al.
 Hansen Beverage Co. v. Citigroup Inc., et al.
 In Re Citigroup Auction Rate Securities Litigation
 Mayor and City Council of Baltimore, Maryland v. Citigroup Inc., et al. Mayfield v.
Citigroup Inc., et al.
 14




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##### Table of Contents



Subprime-Mortgage Related Litigation
 In Re American Home Mortgage Securities
Litigation
 In re Citigroup
Inc. Bond Litigation
 In Re Ambac Financial Group, Inc. Securities Litigation
 Other Matters
 In Re American Home Mortgage securities
 15




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##### Table of Contents



In Re MAT Five Securities Litigation In Re
MAT Five Securities Litigation
 Leber v. Citigroup Inc., et al.
 Leber v. Citigroup, Inc., et al.
  16




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Item 4. Submission of Matters to a Vote of Security Holders .
  17




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##### Table of Contents



PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchase
of Equity Securities .
 Market Information
 Holders
 Distribution
 Securities Authorized for Issuance under Equity Compensation Plans
 Performance
Graph
 Use of Proceeds
   
 Item 6. Selected Financial Data .
  2008
    
    

2007
    
    

2006
    
    

2005
    
    

2004Realized and
unrealized trading
gains (losses), net
of brokerage
commissions
(including clearing
fees) of
$4,769,347,
$5,850,002,
$4,830,155,
$3,232,946 and
$2,699,059,
respectively
    
    $
    13,935,204
    
    
    $
    (33,426,318
    )
    
    $
    10,432,208
    
    
    $
    (720,637
    )
    
    $
    4,106,247Interest income
    
    $
    758,022
    
    
    $
    3,077,631
    
    
    $
    2,548,664
    
    
    $
    1,063,116
    
    
    $
    376,268$
    14,693,226
    
    
    $
    (30,348,687
    )
    
    $
    12,980,872
    
    
    $
    342,479
    
    
    $
    4,482,515Net income (loss)
    
    $
    13,050,579
    
    
    $
    (35,224,227
    )
    
    $
    9,007,334
    
    
    $
    (643,170
    )
    
    $
    2,875,721Increase (decrease)
in Net Asset Value
per Unit
    
    $
    330.33
    
    
    $
    (817.81
    )
    
    $
    319.88
    
    
    $
    (64.69
    )
    
    $
    108.68Total assets
    
    $
    67,355,355
    
    
    $
    68,715,245
    
    
    $
    86,061,702
    
    
    $
    57,267,409
    
    
    $
    49,306,175
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations .
 Overview
  18




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
    
    due diligence examinations of the Advisor;
    
    selection, appointment and termination of the Advisor;
    
    negotiation of the management agreement; and
    
    monitoring the activity of the Advisor.
      19




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Liquidity
   (i)
    
    The Partnership invests its assets only in commodity interests that the Advisor
believes are traded in sufficient volume to permit ease of taking and liquidating
positions. Sufficient volume, in this context, refers to a level of liquidity that the
Advisor believes will permit it to enter and exit trades without noticeably moving the
market.(ii)
    
    The Advisor will not initiate additional positions in any commodity if these
positions would result in aggregate positions requiring a margin of more than 662/3% of the
Partnerships net assets allocated to the Advisor.(iii)
    
    The Partnership may occasionally accept delivery of a commodity. Unless such
delivery is disposed of promptly by retendering the warehouse receipt representing the
delivery to the appropriate clearinghouse, the physical commodity position is fully
hedged.(iv)
    
    The Partnership does not employ the trading technique commonly known as pyramiding,
in which the speculator uses unrealized profits on existing positions as margin for the
purchases or sale of additional positions in the same or related commodities.(v)
    
    The Partnership does not utilize borrowings except short-term borrowings if the
Partnership takes delivery of any cash commodities.(vi)
    
    The Advisor may, from time to time, employ trading strategies such as spreads or
straddles on behalf of the Partnership. The term spread or straddle describes a
commodity futures trading strategy involving the simultaneous buying and selling of
futures contracts on the same commodity but involving different delivery dates or markets
and in which the trader expects to earn a profit from a widening or narrowing of the
difference between the prices of the two contracts.(vii)
    
    The Partnership will not permit the churning of its commodity trading account. The
term churning refers to the practice of entering and exiting trades with a frequency
unwarranted by legitimate efforts to profit from the trades, driven by the desire to
generate commission income.
  20




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Financial Statements and Supplementary Data
  Capital Resources
   21




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Results of Operations
      22




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##### Table of Contents



23




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##### Table of Contents



Operational Risk
   Operational/Settlement Risk
 Technological Risk
 Legal/Documentation Risk
 Financial Control Risk
 24




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##### Table of Contents



Critical Accounting Policies
 Use of Estimates.
 Statement of Cash Flows.
 Investments.
 Fair Value Measurements. Fair Value Measurements Effective Date of FASB Statement
No. 157,
  Futures
Contracts.
 London
Metals Exchange Forward Contracts.
 25




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##### Table of Contents



Income Taxes.
   Recent Accounting Pronouncements.
 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk .
 Introduction
      26




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Quantifying the Partnerships Trading Value at Risk
      The Partnerships Trading Value at Risk in Different Market Sectors
  27




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##### Table of Contents



December 31,
2008
 Low
    
    
    Average% of Total
    
    
    High
    
    
    Value at
    
    
    Value atMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Risk
    
    
    Risk*Currencies
    
    $
    2,026,869
    
    
    
    3.08
    %
    
    $
    6,242,237
    
    
    $
    1,032,467
    
    
    $
    2,509,653Interest Rates U.S.
    
    
    313,500
    
    
    
    0.48
    %
    
    
    416,400
    
    
    
    221,800
    
    
    
    324,046Interest Rates Non-U.S.
    
    
    1,162,102
    
    
    
    1.76
    %
    
    
    2,338,158
    
    
    
    709,404
    
    
    
    1,253,447Livestock
    
    
    247,800
    
    
    
    0.38
    %
    
    
    388,200
    
    
    
    191,100
    
    
    
    295,675Metals
    
    
    270,683
    
    
    
    0.41
    %
    
    
    1,087,224
    
    
    
    111,479
    
    
    
    576,268Softs
    
    
    721,390
    
    
    
    1.10
    %
    
    
    1,700,798
    
    
    
    147,763
    
    
    
    933,210Total
    
    $
    4,742,344
    
    
    
    7.21
    %
 
 *
    
    Annual average based on month-end Value at Risk  December 31, 2007
 Low
    
    
    Average% of Total
    
    
    High
    
    
    Value at
    
    
    Value atMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Risk
    
    
    Risk*Currencies
    
    $
    3,400,979
    
    
    
    5.16
    %
    
    $
    14,470,457
    
    
    $
    686,737
    
    
    $
    5,604,661Energy
    
    
    1,012,500
    
    
    
    1.54
    %
    
    
    2,259,950
    
    
    
    197,000
    
    
    
    1,046,233Grains
    
    
    1,003,850
    
    
    
    1.52
    %
    
    
    2,844,100
    
    
    
    497,000
    
    
    
    1,519,965Interest Rates U.S.
    
    
    302,750
    
    
    
    0.46
    %
    
    
    2,301,980
    
    
    
    17,512
    
    
    
    312,824Interest Rates Non-U.S.
    
    
    979,113
    
    
    
    1.48
    %
    
    
    7,493,876
    
    
    
    594,278
    
    
    
    3,500,385Livestock
    
    
    364,600
    
    
    
    0.55
    %
    
    
    424,850
    
    
    
    24,765
    
    
    
    257,651Metals
    
    
    503,554
    
    
    
    0.76
    %
    
    
    5,811,633
    
    
    
    196,558
    
    
    
    2,431,439Softs
    
    
    605,304
    
    
    
    0.92
    %
    
    
    2,523,951
    
    
    
    202,500
    
    
    
    1,158,365Indices
    
    
    1,373,103
    
    
    
    2.08
    %
    
    
    14,226,132
    
    
    
    1,201,040
    
    
    
    7,251,042Total
    
    $
    9,545,753
    
    
    
    14.47
    %
 
 *
    
    Annual average based on month-end Value at Risk 28




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Material Limitations on Value at Risk as an Assessment of Market Risk
  Non-Trading Risk
   Qualitative Disclosures Regarding Primary Trading Risk Exposures
   Interest Rates e.g.,
 Currencies
 29




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##### Table of Contents



Stock Indices
 Metals
 Softs
 Qualitative Disclosures Regarding Non-Trading Risk Exposure
  Foreign Currency Balances
 Qualitative Disclosures Regarding Means of Managing Risk Exposure
     30




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Item 8. Financial Statements and Supplementary Data .
 SMITH BARNEY TIDEWATER FUTURES FUND L.P.
 INDEX TO FINANCIAL STATEMENTS
 Page NumberOath or Affirmation
    
    F-2Managements Report on Internal Control over Financial Reporting
    
    F-3Reports of Independent Registered Public Accounting Firms
    
    F-4 - F-5Financial Statements:Statements of Financial Condition at December 31, 2008 and 2007
    
    F-6Schedules of Investments at December 31, 2008 and 2007
    
    F-7 - F-8Statements of Income and Expenses for the years ended December
31, 2008, 2007 and 2006
    
    F-9Statements of Changes in Partners Capital for the years ended
December 31, 2008, 2007 and 2006
    
    F-10Notes to Financial Statements
    
    F-11 - F-16Selected Unaudited Quarterly Financial Data
    
    F-17
 F-1




---



TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchase of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataManagements Report on Internal Control Over Financial ReportingStatements of Financial ConditionSchedule of InvestmentsSchedule of InvestmentsStatements of Income and Expenses for the years endedStatements of Changes in Partners CapitalNotes to Financial StatementsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A(T). Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and ManagementItem 13. Certain Relationship and Related TransactionsItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEX-10.18: LETTER EXTENDING MANAGEMENT AGREEMENTEX-23.1: CONSENT OF KPMG LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION    Table of Contents   To the Limited
    Partners of
    Smith Barney Tidewater Futures Fund L.P.
    
  By:
    Jennifer Magro      Citigroup Managed Futures LLC
    212-559-2011
 F-2




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##### Table of Contents



Managements
    Report on Internal Control Over
    Financial Reporting
            Internal
    Control-Integrated Framework
    
  
 F-3




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Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
   /s/ PricewaterhouseCoopers LLP 
 F-4




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    /s/ KPMG LLP 
 F-5




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##### Table of Contents



Smith Barney
    Tidewater Futures Fund L.P.
 Statements
    of Financial Condition
    December 31, 2008 and 2007
  2008


2007Assets:Equity in commodity futures trading account:Cash (Note 3c)

$
58,645,296


$
52,812,263Cash margin (Note 3c)


5,799,867



11,753,495Net unrealized appreciation on open futures contracts


2,258,784



3,907,173Unrealized appreciation on open forward contracts


650,419



109,03367,354,366



68,581,964Interest receivable (Note 3c)


989



133,281Total assets

$
67,355,355


$
68,715,245Liabilities and Partners Capital:Liabilities:Unrealized depreciation on open forward contracts

$
6,006


$
463,237Accrued expenses:Brokerage commissions (Note 3c)


364,809



369,698Management fees (Note 3b)


111,510



Professional fees


55,740



31,738Other


22,670



2,885Redemptions payable (Note 5)


1,003,563



1,875,612Total liabilities


1,564,298



2,743,170Partners Capital (Notes 1 and 5):General Partner, 1,211.0353 and 689.7925 Unit equivalents
    outstanding at December 31, 2008 and 2007, respectively


2,400,829



1,139,627Limited Partners, 31,975.4734 and 39,241.8150 Redeemable Units
    of Limited Partnership Interest outstanding at December 31,
    2008 and 2007, respectively


63,390,228



64,832,448Total partners capital


65,791,057



65,972,075Total liabilities and partners capital

$
67,355,355


$
68,715,245   See accompanying notes to financial statements.
 F-6




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##### Table of Contents



Smith Barney
    Tidewater Futures Fund L.P.
 Schedule of
    Investments
    December 31, 2008
  % of PartnersFair Value


CapitalFutures Contracts PurchasedCurrencies


605,160



0.92
%Indices


(302,440
)


(0.46
)Interest Rates U.S.


857,850



1.30Interest Rates Non-U.S.


1,461,810



2.22Softs


210,311



0.32Total futures contracts purchased


2,832,691



4.30Futures Contracts SoldCurrencies


(639,074
)


(0.97
)Livestock


404,060



0.61Metals


(24,800
)


(0.04
)Softs


(314,093
)


(0.48
)Total futures contracts sold


(573,907
)


(0.87
)Net unrealized appreciation on open futures contracts


2,258,784



3.43Unrealized Appreciation on Open Forward ContractsMetals


650,419



0.99Total unrealized appreciation on open forward contracts


650,419



0.99Unrealized Depreciation on Open Forward ContractsMetals


(6,006
)


(0.01
)Total unrealized depreciation on open forward contracts


(6,006
)


(0.01
)Total fair value

$
2,903,197



4.41
%   See accompanying notes to financial statements.
 F-7




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##### Table of Contents



Smith Barney
    Tidewater Futures Fund L.P.
 Schedule of
    Investments
    December 31, 2007
  % of PartnersFair Value


CapitalFutures Contracts PurchasedEnergy

$
540,652



0.82
%Currencies


547,906



0.83Grains


1,996,515



3.03Indices


41,706



0.06Interest Rates U.S.


91,642



0.14Interest Rates Non-U.S.


(52,122
)


(0.08
)Metals


170,900



0.26Softs


411,050



0.62Total futures contracts purchased


3,748,249



5.68Futures Contracts SoldCurrencies


31,697



0.05Indices


28,092



0.04Interest Rates Non-U.S.


298,779



0.45Livestock


174,040



0.26Softs


(373,684
)


(0.56
)Total futures contracts sold


158,924



0.24Net unrealized appreciation on open futures contracts


3,907,173



5.92Unrealized Appreciation on Open Forward ContractsMetals


109,033



0.17Total unrealized appreciation on open forward contracts


109,033



0.17Unrealized Depreciation on Open Forward ContractsMetals


(463,237
)


(0.70
)Total unrealized depreciation on open forward contracts


(463,237
)


(0.70
)Total fair value

$
3,552,969



5.39
%   See accompanying notes to financial statements.
 F-8




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##### Table of Contents



Smith Barney
    Tidewater Futures Fund L.P.

    Statements of Income and Expenses
    for the years ended
    December 31, 2008, 2007 and 2006
  2008


2007


2006Income:Net gains (losses) on trading of commodity interests:Net realized gains (losses) on closed positions

$
19,354,323


$
(24,865,715
)

$
14,287,000Change in net unrealized gains (losses) on open positions


(649,772
)


(2,710,601
)


975,363Gain (loss) from trading, net


18,704,551



(27,576,316
)


15,262,363Interest income (Note 3c)


758,022



3,077,631



2,548,664Total income (loss)


19,462,573



(24,498,685
)


17,811,027Expenses:Brokerage commissions including clearing fees (Note 3c)


4,769,347



5,850,002



4,830,155Management fees (Note 3b)


1,423,171



1,683,446



1,401,761Incentive fees (Note 3b)






3,497,877



2,491,599Professional fees


168,684



122,553



47,077Other


50,792



37,838



33,101Total expenses


6,411,994



11,191,716



8,803,693Management fees waived (Note 3b)






(466,174
)


Net expenses


6,411,994



10,725,542



8,803,693Net income (loss)

$
13,050,579


$
(35,224,227
)

$
9,007,334Net income (loss) per Redeemable Unit of Limited Partnership
    Interest and General Partner Unit equivalent (Notes 1 and 6)

$
330.33


$
(817.81
)

$
319.88   See accompanying notes to financial statements.
 F-9




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##### Table of Contents



Smith Barney
    Tidewater Futures Fund L.P.

    Statements of Changes in Partners Capital
    for the years ended
    December 31, 2008, 2007 and 2006
  Limited


GeneralPartners


Partner


TotalPartners Capital at December 31, 2005

$
52,595,876


$
423,509


$
53,019,385Net income (loss)


8,944,326



63,008



9,007,334Sale of 15,249.1250 Redeemable Units of Limited Partnership
    Interest


36,022,000







36,022,000Redemption of 6,316.3564 Redeemable Units of Limited Partnership
    Interest


(15,078,041
)






(15,078,041
)Partners Capital at December 31, 2006


82,484,161



486,517



82,970,678Net income (loss)


(34,715,865
)


(508,362
)


(35,224,227
)Sale of 16,136.0503 Redeemable Units of Limited Partnership
    Interest and General Partners contribution representing
    492.8172 Unit equivalents


37,875,000



1,161,472



39,036,472Redemption of 10,289.5035 Redeemable Units of Limited
    Partnership Interest


(20,810,848
)






(20,810,848
)Partners Capital at December 31, 2007


64,832,448



1,139,627



65,972,075Net income (loss)


12,676,037



374,542



13,050,579Sale of 4,082.4408 Redeemable Units of Limited Partnership
    Interest and General Partners contribution representing
    521.2428 Unit equivalents


7,390,000



886,660



8,276,660Redemption of 11,348.7824 Redeemable Units of Limited
    Partnership Interest


(21,508,257
)






(21,508,257
)Partners Capital at December 31, 2008

$
63,390,228


$
2,400,829


$
65,791,057Net Asset Value per Unit:  2006

$
2,469.942007

$
1,652.132008

$
1,982.46
   See accompanying notes to financial statements.
 F-10




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##### Table of Contents



Smith Barney
    Tidewater Futures Fund L.P.
 Notes to
    Financial Statements
    December 31, 2008
  1.
    Partnership
    Organization:            2.
    Accounting
    Policies:  a.
    Use of Estimates.  The preparation of financial
    statements and accompanying notes in conformity with
    U.S. generally accepted accounting principles
    (GAAP) requires management to make estimates and
    assumptions that affect the reported amounts of assets and
    liabilities, income and expenses, and related disclosures of
    contingent assets and liabilities in the financial statements
    and accompanying notes. Actual results could differ from these
    estimates.b.
    Statement of Cash Flows.  The Partnership has
    elected not to provide a Statement of Cash Flows as permitted by
    Statement of Financial Accounting Standards No. 102
    Statement of Cash Flows-Exemption of Certain Enterprises
    and Classification of Cash Flows from Certain Securities
    Acquired for Resale (FAS 102).c.
    Investments.  All commodity interests
    (including derivative financial instruments and derivative
    commodity instruments) are held for trading purposes. The
    commodity interests are recorded on trade date and open
    contracts are recorded at fair value (as described below) at the
    measurement date. Investments in commodity interests denominated
    in foreign currencies are translated into U.S. dollars at
    the exchange rates prevailing at the measurement date. Gains or
    losses are F-11




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##### Table of Contents



Smith Barney
    Tidewater Futures Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  realized when contracts are liquidated. Unrealized gains or
    losses on open contracts are included as a component of equity
    in commodity futures trading account on the Statements of
    Financial Condition. Realized gains or losses and any change in
    net unrealized gains or losses from the preceding period are
    reported in the Statements of Income and Expenses.  Fair Value Measurements. Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
    Quoted Prices inActive Markets


Significant Other


Significantfor Identical


Observable Inputs


Unobservable12/31/2008


Assets (Level 1)


(Level 2)


Inputs (Level 3)AssetsFutures

$
2,258,784


$
2,258,784


$



$
Forwards


650,419



650,419







Total assets


2,909,203



2,909,203







LiabilitiesForwards

$
6,006


$
6,006


$



$
Total liabilities


6,006



6,006







Total fair value

$
2,903,197


$
2,903,197


$



$
   d.
    Futures Contracts.  The Partnership trades
    futures contracts. A futures contract is a firm commitment to
    buy or sell a specified quantity of investments, currency or a
    standardized amount of a deliverable grade commodity, at a
    specified price on a specified future date, unless the contract
    is closed before the delivery date or if the delivery quantity
    is something where physical delivery can not occur (such as
    S&P 500 Index), whereby such contract is settled in cash.
    Payments (variation margin) may be made or received
    by the Partnership each business day, depending on the daily
    fluctuations in the value of the underlying instruments, and are
    recorded as unrealized gains or losses by the Partnership. When
    the contract is closed, the Partnership records a realized gain
    or loss equal to the difference between the value of the
    contract at the time F-12




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##### Table of Contents



Smith Barney
    Tidewater Futures Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  it was opened and the value at the time it was closed. Because
    transactions in futures contracts require participants to make
    both initial margin deposits of cash or other assets and
    variation margin deposits, through the futures broker, directly
    with the exchange on which the contracts are traded, credit
    exposure is limited. Realized gains (losses) and changes in
    unrealized gains (losses) on futures contracts are included in
    the Statements of Income and Expenses.  e.
    London Metals Exchange Forward
    Contracts.  Metal contracts traded on the London
    Metals Exchange (LME) represent a firm commitment to
    buy or sell a specified quantity of Aluminum, Copper, Lead,
    Nickel, Tin or Zinc. LME contracts traded by the Partnership are
    cash settled based on prompt dates published by the LME.
    Payments (variation margin) may be made or received
    by the Partnership each business day, depending on the daily
    fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or losses by the Partnership. A
    contract is considered offset when all long positions have been
    matched with short positions. When the contract is closed at the
    prompt date, the Partnership records a realized gain or loss
    equal to the difference between the value of the contract at the
    time it was opened and the value at the time it was closed.
    Because transactions in LME contracts require participants to
    make both initial margin deposits of cash or other assets and
    variation margin deposits, through the broker, directly with the
    LME, credit exposure is limited. Realized gains (losses) and
    changes in unrealized gains (losses) on metal contracts are
    included in the Statements of Income and Expenses.  f.
    Income Taxes.  Income taxes have not been
    provided as each partner is individually liable for the taxes,
    if any, on their share of the Partnerships income and
    expenses.  more-likely-than-not
    g.
    Recent Accounting Pronouncements.  On
    March 19, 2008, Financial Accounting Standards Board
    released Statement of Financial Accounting Standards
    No. 161, Disclosures about Derivative Instruments and
    Hedging Activities (FAS 161).
    FAS 161 requires qualitative disclosures about objectives
    and strategies for using derivatives, quantitative disclosures
    about fair value amounts of and gains and losses on derivative
    instruments, and disclosures about credit-risk-related
    contingent features in derivative agreements. The application of
    FAS 161 is required for fiscal years beginning after
    November 15, 2008 and interim periods within those fiscal
    years. The standard expands the disclosure requirements for
    derivatives and hedged items and has no impact on how the
    Partnership accounts for derivatives (the Partnership does not
    have hedged items). Management is evaluating the enhanced
    disclosure requirements and does not believe that there will be
    any material impact on the financial statement disclosures. F-13




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##### Table of Contents



Smith Barney
    Tidewater Futures Fund L.P.
    Notes to Financial Statements
    December 31, 2008
   3.
    Agreements:  a.
    Limited Partnership Agreement:    b.
    Management Agreement:  1 6
    c.
    Customer Agreement:  13 24 give-up, 30-day 3-month
  4.
    Trading
    Activities:   F-14




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##### Table of Contents



Smith Barney
    Tidewater Futures Fund L.P.
    Notes to Financial Statements
    December 31, 2008
      5.
    Distributions and
    Redemptions:    6.
    Financial
    Highlights:    2008


2007


2006Net realized and unrealized gains (losses)*

$
354.47


$
(767.86
)

$
382.09Interest income


19.42



80.35



86.97Expenses**


(43.56
)


(130.30
)


(149.18
)Increase (decrease) for the year


330.33



(817.81
)


319.88Net Asset Value per Redeemable Unit, beginning of year


1,652.13



2,469.94



2,150.06Net Asset Value per Redeemable Unit, end of year

$
1,982.46


$
1,652.13


$
2,469.94    *
    
    Includes brokerage commissions.**
    
    Excludes brokerage commissions. 2008


2007


2006   Ratios to Average Net Assets:Net investment income (loss) before incentive fees***


(8.1
)%


(5.0
)%****


(5.6
)%Operating expenses


9.2
%


8.8
%****


9.4
%Incentive fees



%


4.2
%


3.7
%Total expenses


9.2
%


13.0
%


13.1
%Total return:Total return before incentive fees


20.0
%


(29.6
)%


18.3
%Incentive fees



%


(3.5
)%


(3.4
)%Total return after incentive fees


20.0
%


(33.1
)%


14.9
%      ***
    
    Interest income less total expenses.****
    
    Percentages are after management fee waivers. The Advisor
    voluntarily waived its monthly management fee (equal to 1/6 of
    1% (2% per year) of average net assets as of September 1,
    2007 and will remain in effect through December 31, 2007.   F-15




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##### Table of Contents



Smith Barney
    Tidewater Futures Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  7.
    Financial
    Instrument Risks:           F-16




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##### Table of Contents



For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2008 to
    
    July 1, 2008 to
    
    April 1, 2008 to
    
    January 1, 2008 toDecember 31, 2008
    

September 30, 2008
    

June 30, 2008
    

March 31, 2008Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees plus
interest income
    
    $
    13,956,861
    
    
    $
    (22,217,711
    )
    
    $
    12,217,088
    
    
    $
    10,736,988Net income (loss)
    
    $
    13,565,673
    
    
    $
    (22,590,732
    )
    
    $
    11,779,008
    
    
    $
    10,296,630Increase (decrease)
in Net Asset Value
per Unit
    
    $
    392.80
    
    
    $
    (615.07
    )
    
    $
    310.23
    
    
    $
    242.37
 For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2007 to
    
    July 1, 2007 to
    
    April 1, 2007 to
    
    January 1, 2007 toDecember 31, 2007
    
    September 30, 2007
    
    June 30, 2007
    
    March 31, 2007Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees plus
interest income
    
    $
    5,098,601
    
    
    $
    (56,747,960
    )
    
    $
    24,833,719
    
    
    $
    (3,533,047
    )Net income (loss)
    
    $
    5,014,754
    
    
    $
    (57,038,818
    )
    
    $
    20,778,908
    
    
    $
    (3,979,071
    )Increase (decrease)
in Net Asset Value
per Unit
    
    $
    116.02
    
    
    $
    (1,382.95
    )
    
    $
    562.26
    
    
    $
    (113.14
    )
 F-17




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure .
    
 Item 9A(T). Controls and Procedures .
    internal control over financial reporting
 
    
    pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Partnership;
    
    provide reasonable assurance that (i) transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and (ii) the Partnerships receipts are handled and expenditures
are made only pursuant to authorizations of the General Partner; and
    
    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Partnerships assets that could have a material
effect on the financial statements.
   
 Item 9B. Other Information
  31




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##### Table of Contents



PART III
 
 Item 10. Directors and Executive Officers of the Registrant .
   
 Item 11. Executive Compensation .
 Business
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management .
 Security ownership of certain beneficial owners
 Security ownership of management
 Changes in control
 
 Item 13. Certain Relationship and Related Transactions .
 Business Executive Compensation
 
 Item 14. Principal Accountant Fees and Services .
 Audit Fees
 PwC
    
    $37,000KPMG
    
    $17,819
 Audit-Related Fees
 Tax Fees
 PwC
    
    $17,000KPMG
    
    $7,847
 32




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##### Table of Contents



All Other Fees
   33




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules .
 (a)
    
    
    (1
    )
    
    Financial Statements:Statements of Financial Condition at December 31, 2008 and 2007.Schedules of Investments at December 31, 2008 and 2007.Statements of Income and Expenses for the years ended December 31, 2008, 2007 and 2006.Statements of Changes in Partners Capital for the years ended December 31, 2008, 2007 and
2006.Notes to Financial Statements.(2
    )
    
    Exhibits:3.1  Certificate of Limited Partnership (previously filed).3.1(A)  1st Certificate of Amendment to Certificate of Limited Partnership
(previously filed).3.1(B)  2nd Certificate of Amendment to Certificate of Limited Partnership
(previously filed).3.1(C)  3rd Certificate of Amendment to Certificate of Limited Partnership
(previously filed).3.2  2nd Amended and Restated Limited Partnership Agreement (previously filed).10.1  Management Agreement among the Partnership, the General Partner and Chesapeake
Capital Corporation (previously filed).10.1(A)  Amendment to Management Agreement (previously filed).10.1(B)  Second Amendment to the Management Agreement (previously filed).10.2  Second Amended and Restated Customer Agreement between the Partnership and Smith
Barney (previously filed).10.3  Amended and Restated Agency Agreement (previously filed).10.4  Subscription Agreement (previously filed).10.5  Letter extending the Management Agreement between the General Partner and Chesapeake
Capital Corporation for 1995 (previously filed).10.6  Letter extending the Management Agreement between the General Partner and Chesapeake
Capital Corporation for 1996 (previously filed).10.7  Letter extending the Management Agreement between the General Partner and Chesapeake
Capital Corporation for 1997 (previously filed).10.8  Letter extending the Management Agreement between the General Partner and Chesapeake
Capital Corporation for 1998 (previously filed).10.9  Letter extending the Management Agreement between the General Partner and Chesapeake
Capital Corporation for 1999 (previously filed).10.10  Letter extending the Management Agreement between the General Partner and Chesapeake
Capital Corporation for 2000 (previously filed).10.11  Letter extending the Management Agreement between the General Partner and Chesapeake
Capital Corporation for 2001 (previously filed).10.12  Letter extending the Management Agreement between the General Partner and Chesapeake
Capital Corporation for 2002 (previously filed).
 34




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##### Table of Contents



10.13  Letter extending the Management Agreement between the General Partner and Chesapeake
Capital Corporation for 2003 (previously filed).10.14  Letter extending the Management Agreement between the General Partner and Chesapeake
Capital Corporation for 2004 (previously filed).10.15  Letter extending the Management Agreement between the General Partner and Chesapeake
Capital Corporation for 2005 (previously filed).10.16  Letter extending the Management Agreement between the General Partner and Chesapeake
Capital Corporation for 2006 (previously filed).10.17  Letter extending the Management Agreement between the General Partner and Chesapeake
Capital Corporation for 2007 (previously filed).10.18  Letter extending the Management Agreement between the General Partner and Chesapeake
Capital Corporation for 2008 (filed herein).23.1 Consent From KPMG LLP dated
March 26, 2009 (filed herein).The exhibits required to be filed by Item 601 of regulation S-K are incorporated herein by
referenceExhibit 31.1  Rule 13a-14(a)/15d-15(a) Certification (Certification of President and
Director)Exhibit 31.2  Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial
Officer and Director)Exhibit 32.1  Section 1350 Certification (Certification of President and Director)Exhibit 32.2  Section 1350 Certification (Certification of Chief Financial Officer and
Director)
 35




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##### Table of Contents



SIGNATURES
 st
 Smith Barney Tidewater Futures Fund L.P.By:
    
    /s/ Citigroup Managed Futures LLC(General Partner)By:
    
    /s/ Jerry PascucciJerry Pascucci, President & Director
  /s/ Jerry Pascucci
    
    
    
    /s/ Shelley Deavitt UllmanJerry Pascucci
    
    
    
    Shelley Deavitt UllmanPresident and Director
    
    
    
    Director/s/ Jennifer Magro
    
    
    
    /s/ Ihor RakowskyJennifer Magro
    
    
    
    Ihor RakowskyChief Financial
Officer and
    
    
    
    Secretary and DirectorDirector/s/ Steve Ciampi
    
    
    
    /s/ Daryl DewbreySteve Ciampi
    
    
    
    Daryl DewbreyDirector
    
    
    
    Director/s/ Raymond NolteRaymond NolteDirector
    36