UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A



|x | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2011

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to

Commission File Number 000-54284

BHM DISCRETIONARY FUTURES FUND L.P.



(Exact name of
registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 27-3371689                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

c/o Ceres Managed Futures LLC

522 Fifth Avenue  14th Floor

New York, New York 10036



(Address and Zip Code of principal executive offices)

(212) 296-1999



(Registrants telephone number, including area code)

Securities registered pursuant to
Section 12(b) of the Act: None



|                                                            |  |                                      
|----------------------------------------------------------- |  | -------------------------------------
|Securities registered pursuant to Section 12(g) of the Act: |  | Units of Limited Partnership Interest
|                                                            |  | (Title of Class)                     

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ̈Nox

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

Yes ̈Nox

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.

YesxNo ̈

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).

YesxNo ̈

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this form 10-K  x

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 large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):



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

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

Yes ̈Nox

Units of Limited Partnership Interest with an aggregate value of
$241,856,531 were outstanding and held by non-affiliates as of the last business day of the registrants most recently completed second fiscal quarter.

As of February 29, 2012, there were 319,181.637 Limited Partnership Redeemable Units of Class A outstanding, 20,638.619 Limited Partnership Redeemable Units of class D outstanding and 2,067.572
Limited Partnership Redeemable Units of class Z outstanding.









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Explanatory Note

The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2011 (the Form 10-K) of BHM Discretionary Futures Fund L.P., as filed with the
Securities and Exchange Commission on March 30, 2012, is to include managements annual report on internal control over financial reporting (Managements Report), in accordance with Item 308 of Regulation S-K. Managements
Report was not furnished with the Form 10-K previously and no other changes have been made to the Form 10-K.

This Amendment No. 1 to the Form
10-K does not reflect events that may have occurred subsequent to the original filing date of the Form 10-K and does not modify or update in any way disclosures made in the Form 10-K as originally filed.



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Managements Report on Internal Control Over

Financial Reporting

The
management of BHM Discretionary Futures Fund L.P. (the Partnership), Ceres Managed Futures LLC, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a - 15(f) and
15d - 15(f) under the Securities Exchange Act of 1934 and for our assessment of internal control over financial reporting. The Partnerships internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Partnerships internal control
over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management and directors of the
Partnership; and

(iii) provide reasonable assurance regarding prevention or timely detection and correction of
unauthorized acquisition, use or disposition of the Partnerships assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The management of BHM Discretionary Futures Fund L.P. has assessed the effectiveness of the Partnerships internal control over financial reporting
as of December 31, 2011. In making this assessment, management used the criteria set forth in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our
assessment, management concluded that the Partnership maintained effective internal control over financial reporting as of December 31, 2011 based on the criteria referred to above.



|                                                                                                                        |  |  |  |                                                                                                                          
|----------------------------------------------------------------------------------------------------------------------- |  |  |  | -------------------------------------------------------------------------------------------------------------------------
|LOGO Walter Davis
President and Director Ceres Managed Futures
LLC General Partner, BHM
Discretionary Futures Fund L.P. |  |  |  | LOGO Brian Centner
Chief Financial Officer Ceres Managed Futures
LLC General Partner, BHM
Discretionary Futures Fund L.P.





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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.

BHM DISCRETIONARY FUTURES FUND L.P.



|    |  |                          
|--- |  | -------------------------
|By: |  | Ceres Managed Futures LLC
|    |  | (General Partner)        
|    | 
|By: |  | /s/ Walter Davis         
|    |  | Walter Davis             
|    |  | President & Director     
|    |  | Date: April 12, 2012     

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on the date indicated.



|                               |  |                          
|------------------------------ |  | -------------------------
|                               | 
|/s/ Walter Davis               |  | /s/ Colbert Narcisse     
|Walter Davis                   |  | Colbert Narcisse         
|President and Director         |  | Director                 
|Ceres Managed Futures LLC      |  | Ceres Managed Futures LLC
|Date: April 12, 2012           |  | Date: April 12, 2012     
|                               | 
|/s/ Brian Centner              |  | /s/ Douglas J. Ketterer  
|Brian Centner                  |  | Douglas J. Ketterer      
|Chief Financial Officer        |  | Director                 
|(Principal Accounting Officer) |  | Ceres Managed Futures LLC
|Ceres Managed Futures LLC      |  |                          
|Date: April 12, 2012           |  | Date: April 12, 2012     
|                               | 
|/s/ Patrick T. Egan            |  | /s/ Alper Daglioglu      
|Patrick T. Egan                |  | Alper Daglioglu          
|Director                       |  | Director                 
|Ceres Managed Futures LLC      |  | Ceres Managed Futures LLC
|Date: April 12, 2012           |  | Date: April 12, 2012     
|                               | 
|/s/ Ian Bernstein              |  | /s/ Harry Handler        
|Ian Bernstein                  |  | Harry Handler            
|Director                       |  | Director                 
|Ceres Managed Futures LLC      |  | Ceres Managed Futures LLC
|Date: April 12, 2012           |  | Date: April 12, 2012     

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants
Which Have Not Registered Securities Pursuant to Section 12 of the Act.

Annual Report to Limited Partners

No proxy material has been sent to limited partners.