UNITED STATES
   SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
  FORM 10-Q
  (X) QUARTERLY REPORT PURSUANT TO SECTION 13 or
    15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended June 30, 2010
  OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934
  
  000-52604
  TIDEWATER FUTURES FUND L.P.
    New York

13-3811113(State or other jurisdiction of
    incorporation or organization)


(I.R.S. Employer
    Identification No.
)   c/o Ceres
    Managed Futures LLC
 522 5th
Ave 
14th Floor
 New York, New York 10036
    (212) 296-1999
      Yes X    No
    Yes     No
    Large accelerated filer

Accelerated filer

Non-accelerated filer X

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     No X




---



##### 



TIDEWATER FUTURES FUND L.P.
  FORM 10-Q
  INDEX
   
 PageNumberPART I  Financial
    Information:Item 1.


Financial Statements:Statements of Financial Condition at
    June 30, 2010 and December 31, 2009 (unaudited)

3Condensed Schedules of Investments at
    June 30, 2010 and December 31, 2009 (unaudited)

4  5Statements
 of Income and Expenses and Changes in
    Partners Capital
    for the three and six months ended June 30, 2010 and
    2009 (unaudited)

6Notes to Financial Statements (unaudited)

7  14Item 2.


Managements Discussion and Analysis
    of Financial Condition and Results of
    Operations

15  16Item 3.


Quantitative and Qualitative Disclosures about
    Market Risk

17Item 4.


Controls and Procedures

18PART II  Other
    Information

19Exhibits    2




---



##### 



PART I
 
 Item 1. Financial Statements
 
 Tidewater Futures Fund L.P.
Statements of Financial Condition(Unaudited)
 June 30,
    
    
    December 31,2010
    
    
    2009Assets:Equity in trading account:Cash
    
    $
    22,828,018
    
    
    $
    32,781,935Cash margin
    
    
    13,783,817
    
    
    
    13,348,704Net unrealized appreciation on open futures contracts
    
    
    
    
    
    
    3,623,720Net unrealized appreciation on open forward contracts
    
    
    
    
    
    
    1,276,02936,611,835
    
    
    
    51,030,388Interest receivable
    
    
    1,978
    
    
    
    522Total assets
    
    $
    36,613,813
    
    
    $
    51,030,910Liabilities and Partners Capital:Liabilities:Net unrealized depreciation on open futures contracts
    
    $
    416,271
    
    
    $
    Net
unrealized depreciation on open forward contracts
    
    
    3,255,121
    
    
    
    Accrued expenses:Brokerage fees
    
    
    178,438
    
    
    
    276,417Management fees
    
    
    54,578
    
    
    
    84,470Other
    
    
    16,949
    
    
    
    72,427Redemptions payable
    
    
    127,841
    
    
    
    868,945Total liabilities
    
    
    4,049,198
    
    
    
    1,302,259Partners Capital:General
Partner, 281.2556 and 399.0301 Unit equivalents
outstanding at June 30, 2010 and December 31, 2009
    
    
    403,908
    
    
    
    812,357Limited
Partners, 22,394.6811 and 24,027.7101 Redeemable Units outstanding at
June 30, 2010 and
December 31, 2009, respectively
    
    
    32,160,707
    
    
    
    48,916,294Total partners capital
    
    
    32,564,615
    
    
    
    49,728,651Total liabilities and partners capital
    
    $
    36,613,813
    
    
    $
    51,030,910Net asset value per unit
    
    $
    1,436.09
    
    
    $
    2,035.83
  3




---



##### 



Tidewater Futures Fund L.P.
Condensed Schedule of Investments
June 30, 2010(Unaudited)
 Number of
    
    
    
    
    
    
    % of PartnersContracts
    
    
    Fair Value
    
    
    CapitalFutures
Contracts PurchasedCurrencies
    
    
    318
    
    
    $
    (272,776
    )
    
    
    (0.84
    )%Energy
    
    
    195
    
    
    
    (202,340
    )
    
    
    (0.62
    )Grains
    
    
    96
    
    
    
    (98,135
    )
    
    
    (0.30
    )Indices
    
    
    537
    
    
    
    (772,557
    )
    
    
    (2.37
    )Interest Rates U.S.
    
    
    94
    
    
    
    193,195
    
    
    
    0.59Interest Rates Non-U.S.
    
    
    1115
    
    
    
    930,796
    
    
    
    2.86Livestock
    
    
    420
    
    
    
    (350,410
    )
    
    
    (1.08
    )Metals
    
    
    91
    
    
    
    122,085
    
    
    
    0.38Softs
    
    
    402
    
    
    
    349,580
    
    
    
    1.07Total futures contracts purchased
    
    
    
    
    
    
    (100,562
    )
    
    
    (0.31
    )Futures
Contracts SoldCurrencies
    
    
    305
    
    
    
    109,053
    
    
    
    0.33Grains
    
    
    1093
    
    
    
    (424,762
    )
    
    
    (1.30
    )Total futures contracts sold
    
    
    
    
    
    
    (315,709
    )
    
    
    (0.97
    )Unrealized Appreciation on Open Forward ContractsMetals
    
    
    126
    
    
    
    285,154
    
    
    
    0.88Total unrealized appreciation on open forward contracts
    
    
    
    
    
    
    285,154
    
    
    
    0.88Unrealized Depreciation on Open Forward ContractsMetals
    
    
    329
    
    
    
    (3,540,275
    )
    
    
    (10.87
    )Total unrealized depreciation on open forward contracts
    
    
    
    
    
    
    (3,540,275
    )
    
    
    (10.87
    )Total fair value
    
    
    
    
    
    $
    (3,671,392
    )
    
    
    (11.27
    )%
  4




---



##### 



Tidewater Futures Fund L.P.
Condensed Schedule of Investments
December 31, 2009
(Unaudited)
  Number of





% of PartnersContracts


Fair Value


CapitalFutures Contracts PurchasedCurrencies


389


$
(605,857
)


(1.22
)%Energy


223



1,173,441



2.36Grains


192



23,307



0.05Indices


1,025



1,972,504



3.97Interest Rates U.S.


87



(238,297
)


(0.48
)Interest Rates
    Non-U.S.


294



(389,286
)


(0.78
)Metals


119



(898,300
)


(1.81
)Softs


776



2,519,407



5.06Total futures contracts purchased






3,556,919



7.15Futures Contracts SoldCurrencies


215



(18,762
)


(0.04
)Grains


278



235,663



0.47Interest Rates U.S.


1



5,023



0.01Interest Rates
    Non-U.S.


316



(45,505
)


(0.09
)Livestock


192



(106,358
)


(0.21
)Softs


240



(3,260
)


(0.01
)Total futures contracts sold






66,801



0.13Unrealized Appreciation on Open Forward ContractsMetals


241



1,510,523



3.04Total unrealized appreciation on open forward contracts






1,510,523



3.04Unrealized Depreciation on Open Forward ContractsMetals


50



(234,494
)


(0.47
)Total unrealized depreciation on open forward contracts






(234,494
)


(0.47
)Total fair value





$
4,899,749



9.85
%    5




---



##### 



Tidewater Futures Fund L.P.
Statements of Income and Expenses and Changes in Partners Capital(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Income:Net gains (losses) on trading of commodity
interests:Net realized gains (losses) on closed contracts
    
    $
    (3,659,833
    )
    
    $
    (6,181,191
    )
    
    $
    (3,547,315
    )
    
    $
    (3,097,835
    )Change in net unrealized gains (losses) on open
contracts
    
    
    (9,091,599
    )
    
    
    773,034
    
    
    
    (8,571,141
    )
    
    
    (3,051,682
    )Gain (loss) from trading, net
    
    
    (12,751,432
    )
    
    
    (5,408,157
    )
    
    
    (12,118,456
    )
    
    
    (6,149,517
    )Interest income
    
    
    10,748
    
    
    
    11,125
    
    
    
    16,198
    
    
    
    25,074Total income (loss)
    
    
    (12,740,684
    )
    
    
    (5,397,032
    )
    
    
    (12,102,258
    )
    
    
    (6,124,443
    )Expenses:Brokerage fees including clearing fees
    
    
    691,709
    
    
    
    901,201
    
    
    
    1,468,844
    
    
    
    1,956,403Management fees
    
    
    198,525
    
    
    
    272,149
    
    
    
    424,976
    
    
    
    591,780Other
    
    
    40,090
    
    
    
    76,503
    
    
    
    76,788
    
    
    
    189,375Total expenses
    
    
    930,324
    
    
    
    1,249,853
    
    
    
    1,970,608
    
    
    
    2,737,558Net income (loss)
    
    
    (13,671,008
    )
    
    
    (6,646,885
    )
    
    
    (14,072,866
    )
    
    
    (8,862,001
    )Additions  Limited Partners
    
    
    455,000
    
    
    
    1,746,000
    
    
    
    580,000
    
    
    
    2,228,000Redemptions
 Limited Partners
    
    
    (2,065,757
    )
    
    
    (6,664,522
    )
    
    
    (3,421,170
    )
    
    
    (9,639,363
    )Redemptions  General Partner
    
    
    (250,000
    )
    
    
    (1,486,124
    )
    
    
    (250,000
    )
    
    
    (1,486,124
    )Net increase (decrease) in Partners capital
    
    
    (15,531,765
    )
    
    
    (13,051,531
    )
    
    
    (17,164,036
    )
    
    
    (17,759,488
    )Partners Capital, beginning of period
    
    
    48,096,380
    
    
    
    61,083,100
    
    
    
    49,728,651
    
    
    
    65,791,057Partners Capital, end of period
    
    $
    32,564,615
    
    
    $
    48,031,569
    
    
    $
    32,564,615
    
    
    $
    48,031,569Net asset value per unit (22,675.9367
and 28,236.8345 units outstanding
at June 30, 2010 and 2009, respectively)
    
    $
    1,436.09
    
    
    $
    1,701.03
    
    
    $
    1,436.09
    
    
    $
    1,701.03Net income (loss) per Redeemable Unit
and General Partner unit equivalent
    
    $
    (587.85
    )
    
    $
    (213.24
    )
    
    $
    (599.74
    )
    
    $
    (281.43
    )Weighted average units outstanding
    
    
    23,354.9972
    
    
    
    30,873.9088
    
    
    
    23,787.6458
    
    
    
    31,806.8476
  6




---



##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
June 30, 2010(Unaudited)
 
 1.
    General:
          7




---



##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
June 30, 2010(Unaudited)
 2.
    
    Financial Highlights:
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    

June 30,2010
    
    

2009
    
    

2010
    
    

2009Net realized and unrealized gains (losses) *
    
    $
    (578.12
    )
    
    $
    (202.39
    )
    
    $
    (579.36
    )
    
    $
    (257.81
    )Interest income
    
    
    0.46
    
    
    
    0.36
    
    
    
    0.69
    
    
    
    0.80Expenses **
    
    
    (10.19
    )
    
    
    (11.21
    )
    
    
    (21.07
    )
    
    
    (24.42
    )Increase
(decrease) for the period
    
    
    (587.85
    )
    
    
    (213.24
    )
    
    
    (599.74
    )
    
    
    (281.43
    )Net Asset Value per Redeemable Unit, beginning of period
    
    
    2,023.94
    
    
    
    1,914.27
    
    
    
    2,035.83
    
    
    
    1,982.46Net Asset Value per Redeemable Unit, end of period
    
    $
    1,436.09
    
    
    $
    1,701.03
    
    
    $
    1,436.09
    
    
    $
    1,701.03
 
 *
    
    Includes brokerage fees.**
    
    Excludes brokerage fees. Three Months Ended
    
    
    Six Months EndedJune
30,
    
    

June
30,2010
    
    

2009
    
    

2010
    
    

2009Ratios to
average net assets:***Net
investment income (loss) before incentive fees****
    
    
    (9.0
    )%
    
    
    (9.3
    )%
    
    
    (9.2
    )%
    
    
    (9.5
    )Operating expenses
    
    
    9.1
    %
    
    
    9.4
    %
    
    
    9.3
    %
    
    
    9.6
    %Incentive fees
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Total expenses
    
    
    9.1
    %
    
    
    9.4
    %
    
    
    9.3
    %
    
    
    9.6
    %Total return:Total return before incentive fees
    
    
    (29.0
    )%
    
    
    (11.1
    )%
    
    
    (29.5
    )%
    
    
    (14.2
    )Incentive fee
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Total return after incentive fees
    
    
    (29.0
    )%
    
    
    (11.1
    )%
    
    
    (29.5
    )%
    
    
    (14.2
    )
 
 ***
    
    Annualized (other than incentive fees).****
    
    Interest income less total expenses.  3.
    
    Trading Activities:
      8




---



##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
June 30, 2010(Unaudited)
  Assets
    

June
30, 2010Futures ContractsCurrencies
    
    $
    773,546Grains
    
    
    201,578Interest Rates U.S.
    
    
    193,195Interest Rates Non-U.S.
    
    
    930,796Livestock
    
    
    114,810Metals
    
    
    147,980Softs
    
    
    456,043Total unrealized appreciation on open futures contracts
    
    $
    2,817,948LiabilitiesFutures ContractsCurrencies
    
    $
    (937,269
    )Energy
    
    
    (202,340
    )Grains
    
    
    (724,475
    )Indices
    
    
    (772,557
    )Livestock
    
    
    (465,220
    )Metals
    
    
    (25,895
    )Softs
    
    
    (106,463
    )Total unrealized depreciation on open futures contracts
    
    $
    (3,234,219
    )Net
unrealized depreciation on open futures contracts
    
    $
    (416,271
    )*
 Assets
    

June
30, 2010Forward ContractsMetals
    
    $
    285,154Total unrealized appreciation on open forward contracts
    
    $
    285,154LiabilitiesForward ContractsMetals
    
    $
    (3,540,275
    )Total unrealized depreciation on open forward contracts
    
    
    (3,540,275
    )Net
unrealized depreciation on open forward contracts
    
    $
    (3,255,121
    )**
 
 *
    
    This amount is in Net unrealized depreciation on open futures contracts on the Statements
of Financial Condition.**
    
    This amount is in Net unrealized depreciation on open forward contracts on the Statements
of Financial Condition. 9




---



##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
June 30, 2010(Unaudited)
  Assets

December 31, 2009Futures ContractsCurrencies

$
480,338Energy


1,173,441Grains


328,415Interest Rates U.S.


5,023Interest Rates
    Non-U.S.


20,069Indices


1,983,702Livestock


7,030Softs


2,690,297Total unrealized appreciation on
    open futures contracts

$
6,688,315LiabilitiesFutures ContractsCurrencies

$
(1,104,957
)Grains


(69,445
)Interest Rates U.S.


(238,297
)Interest Rates
    Non-U.S.


(454,860
)Indices


(11,198
)Livestock


(113,388
)Metals


(898,300
)Softs


(174,150
)Total unrealized depreciation on open futures contracts

$
(3,064,595
)Net unrealized appreciation on open futures contracts

$
3,623,720
*AssetsForward ContractsMetals

$
1,510,523Total unrealized appreciation on open forward contracts

$
1,510,523LiabilitiesForward ContractsMetals

$
(234,494
)Total unrealized depreciation on open forward contracts

$
(234,494
)Net unrealized appreciation on open forward contracts

$
1,276,029
**  
 *
    
    This amount is in Net unrealized appreciation on open
    futures contracts on the Statements of Financial Condition.**
    
    This amount is in Net unrealized appreciation on open
    forward contracts on the Statements of Financial Condition.  Three Months Ended
    
    
    Three Months Ended
    
    
    Six Months Ended
    
    
    Six Months EndedJune 30, 2010
    
    
    June 30, 2009
    
    
    June 30, 2010
    
    
    June 30, 2009Sector
    
    Gain (loss) from trading
    
    
    Gain (loss) from trading
    
    
    Gain (loss) from trading
    
    
    Gain (loss) from tradingCurrencies
    
    $
    (1,857,550
    )
    
    $
    (2,875,037
    )
    
    $
    (1,145,684
    )
    
    $
    (3,640,163
    )Energy
    
    
    (3,374,162
    )
    
    
    (5,500
    )
    
    
    (2,734,865
    )
    
    
    (5,500
    )Grains
    
    
    (731,569
    )
    
    
    (51,612
    )
    
    
    (518,227
    )
    
    
    (51,612
    )Indices
    
    
    (5,872,488
    )
    
    
    (314,105
    )
    
    
    (4,754,553
    )
    
    
    (172,612
    )Interest Rates U.S.
    
    
    634,086
    
    
    
    (669,452
    )
    
    
    821,438
    
    
    
    (902,815
    )Interest Rates Non-U.S.
    
    
    2,414,754
    
    
    
    (1,462,772
    )
    
    
    3,370,249
    
    
    
    (1,551,380
    )Livestock
    
    
    (812,420
    )
    
    
    469,770
    
    
    
    (1,141,188
    )
    
    
    985,620Metals
    
    
    (3,104,632
    )
    
    
    (319,881
    )
    
    
    (1,835,393
    )
    
    
    (274,302
    )Softs
    
    
    (47,451
    )
    
    
    (179,568
    )
    
    
    (4,180,233
    )
    
    
    (536,753
    )Total
    
    $
    (12,751,432
    )***
    
    $
    (5,408,157
    )***
    
    $
    (12,118,456
    )***
    
    $
    (6,149,517
    )***
 
 ***
    
    This amount is in Gain (loss) from trading, net on the Statements of Income and Expenses
and Changes in Partners Capital. 10




---



##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
June 30, 2010(Unaudited)
 4.
    
    Fair Value Measurements:
 Partnerships Investments.
 Partnerships Fair Value Measurements.
   Quoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable Inputs
    
    
    Unobservable06/30/2010
    
    
    Assets (Level 1)
    
    
    (Level 2)
    
    
    Inputs (Level 3)LiabilitiesFutures
    
    $
    416,271
    
    
    $
    416,271
    
    
    $
    
    
    
    $
    Forwards
    
    
    3,255,121
    
    
    
    3,255,121
    
    
    
    
    
    
    
    Total
liabilities
    
    
    3,671,392
    
    
    
    3,671,392
    
    
    
    
    
    
    
    Total fair value
    
    $
    3,671,392
    
    
    $
    3,671,392
    
    
    $
    
    
    
    $
    
 Quoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable Inputs
    
    
    Unobservable12/31/2009
    
    
    Assets (Level 1)
    
    
    (Level 2)
    
    
    Inputs (Level 3)AssetsFutures
    
    $
    3,623,720
    
    
    $
    3,623,720
    
    
    $
    
    
    
    $
    Forwards
    
    
    1,276,029
    
    
    
    1,276,029
    
    
    
    
    
    
    
    Total assets
    
    
    4,899,749
    
    
    
    4,899,749
    
    
    
    
    
    
    
    Total fair value
    
    $
    4,899,749
    
    
    $
    4,899,749
    
    
    $
    
    
    
    $
    
 11




---



##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
June 30, 2010(Unaudited)
 5.
    
    Financial Instrument Risks:
      12




---



##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
June 30, 2010(Unaudited)
 6. Critical
Accounting Policie:
 Use of Estimates.
 Statement of Cash Flows.
 Partnerships Investments.
 Partnerships Fair Value Measurements.
  Futures Contracts.
 13




---



##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
June 30, 2010(Unaudited)
  London Metals Exchange Forward Contracts.
 Income Taxes.
   Subsequent Events
 Recent Accounting Pronouncements.
  Net Income (Loss) per Redeemable Unit
 14




---



##### 



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Liquidity
and Capital Resources
    Critical
Accounting Policies
 Partnerships Investments.
 Partnerships Fair Value Measurements.
  Futures Contracts.
 London Metals Exchange Forward Contracts.
 15




---



##### 



Results

of Operations
            16




---



##### 



Item 3.   Quantitative and Qualitative Disclosures about Market Risk
        June 30, 2010
(Unaudited)
 Three Months Ended June 30, 2010% of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at Risk*Currencies
    
    $
    1,614,634
    
    
    
    4.96
    %
    
    $
    1,815,216
    
    
    $
    1,336,998
    
    
    $
    1,715,733Energy
    
    
    299,555
    
    
    
    0.92
    %
    
    
    1,012,471
    
    
    
    296,140
    
    
    
    512,360Grains
    
    
    1,127,825
    
    
    
    3.46
    %
    
    
    1,127,825
    
    
    
    430,678
    
    
    
    785,653Interest Rates U.S.
    
    
    146,700
    
    
    
    0.45
    %
    
    
    151,400
    
    
    
    58,400
    
    
    
    118,833Interest Rates Non-U.S.
    
    
    1,151,530
    
    
    
    3.54
    %
    
    
    1,175,694
    
    
    
    819,464
    
    
    
    1,061,120Livestock
    
    
    389,550
    
    
    
    1.20
    %
    
    
    495,950
    
    
    
    300,650
    
    
    
    458,033Metals
    
    
    1,057,175
    
    
    
    3.25
    %
    
    
    2,158,191
    
    
    
    1,051,990
    
    
    
    1,579,595Softs
    
    
    744,137
    
    
    
    2.28
    %
    
    
    744,137
    
    
    
    309,772
    
    
    
    629,413Indices
    
    
    9,011,154
    
    
    
    27.67
    %
    
    
    14,744,438
    
    
    
    3,492,285
    
    
    
    7,234,319Total
    
    $
    15,542,260
    
    
    
    47.73
    %
  *
    
    Average of month-end Values at Risk. 17




---



##### 



Item 4.   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.
  18




---



##### 



PART II. OTHER INFORMATION
 Item 1.   Legal Proceedings
  Item 1A.   Risk Factors
 Regulatory changes could restrict the Partnerships operations
 Regulatory changes could restrict the Partnerships operations.
  19




---



##### 



Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
     (d) Maximum Number(or Approximate(c) Total Number



Dollar Value) of Sharesof Shares (or Units)



(or Units) that(a) Total Number



(b) Average



Purchased as Part



May Yet Beof Shares



Price Paid per



of Publicly Announced



Purchased Under thePeriod


(or Units) Purchased*



Share (or Unit)**



Plans or Programs



Plans or ProgramsApril 1, 2010 - 
April 30, 2010



383.5836



$
2,122.70




N/A




N/AMay 1, 2010 - 
 May 31, 2010



740.5514



$
1,517.36




N/A




N/AJune 1, 2010 - 
 June 30, 2010



89.0204



$
1,436.09




N/A




N/A1,213.1554



$
1,702.80   *
    
    Generally, limited partners are permitted to redeem their
    Redeemable Units as of the end of each month on
    15 days written notice to the General Partner. Under certain
    circumstances, the General Partner can compel redemption but to
    date the General Partner has not exercised this right. Purchases
    of Redeemable Units by the Partnership reflected in the chart
    above were made in the ordinary course of the Partnerships
    business in connection with effecting redemptions for limited
    partners.**
    
    Redemptions of Redeemable Units are effected as of the last day
    of each month at the net asset value per Redeemable Unit as of
    that day. Item 3. Defaults Upon Senior Securities  None
 Item 4. [Removed and Reserved]
 Item 5. Other Information
   20




---



##### 



Item 6. Exhibits
 3.1
    
    Second Amended and Restated Limited Partnership Agreement (filed as Exhibit 3.2 to the
general form for registration of securities on Form 10 filed on April 30, 2007 and
incorporated herein by reference).3.2
    
    Certificate of Limited Partnership of the Partnership as filed in the office of the Secretary
of State of the State of the State of New York (filed as Exhibit 3.1 to the general form for
registration of securities on Form 10 filed on April 30, 2007 and incorporated herein by
reference).(a)
    
    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office
of the Secretary of State of the State of New York, dated February 26, 1999 (filed as
Exhibit 3.1(a) to the general form for registration of securities on Form 10 filed on April
30, 2007 and incorporated herein by reference).(b)
    
    Certificate of Change of the Certificate of Limited Partnership as filed in the office of
the Secretary of State of the State of New York, dated January 31, 2000 (filed as Exhibit 3.2(g) to the quarterly report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).(c)
    
    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office
of the Secretary of State of the State of New York, dated April 1, 2001 (filed as Exhibit
3.1(b) to the general form for registration of securities on Form 10 filed on April 30, 2007
and incorporated herein by reference).(d)
    
    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office
of the Secretary of State of the State of New York, dated May 21, 2003
(filed as Exhibit 3.2(c) to the quarterly report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).(e)
    
    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office
of the Secretary of State of the State of New York, dated September 21, 2005 (filed as
Exhibit 3.1(c) to the general form for registration of securities on Form 10 filed on April
30, 2007 and incorporated herein by reference).(f)
    
    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office
of the Secretary of State of the State of New York, dated September 19, 2008 (filed as Exhibit 3.2(e) to the quarterly report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).(g)
    
    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office
of the Secretary of State of the State of New York, dated September 30, 2009 (filed as
Exhibit 99.1(a) to current report on Form 8-K filed on September 30, 2009 and incorporated
herein by reference).(h)
    
    Certificate of Amendment of the Certificate of Limited Partnership dated June 30, 2010 (filed
as Exhibit 3.2(h) to the Current Report on Form 8-K filed on July 2, 2010 and incorporated herein
by reference).10.1
    
    Management Agreement among the Partnership, the General Partner and Chesapeake Capital
Corporation (filed as Exhibit 10.1 to the general form for registration of securities on Form
10 filed on April 30, 2007 and incorporated herein by reference).10.1(a)
    
    First Amendment to the Management Agreement among the Partnership, the General Partner and
Chesapeake Capital Corporation (filed as Exhibit 10.1(a) to the general form for registration
of securities on Form 10 filed on April 30, 2007 and incorporated herein by reference).10.1(b)
    
    Second Amendment to the Management Agreement among the Partnership, the General Partner and
Chesapeake Capital Corporation (filed as Exhibit 10.1(b) to the general form for registration
of securities on Form 10 filed on April 30, 2007 and incorporated herein by reference).10.1(c)
    
    Letter extending the Management Agreement between the General Partner and Chesapeake
Capital Corporation for 2010. (filed herein)10.2
    
    Second Amended and Restated Customer Agreement between the Partnership and Salomon Smith
Barney Inc. (filed as Exhibit 10.2 to the general form for registration of securities on Form
10 filed on April 30, 2007 and incorporated herein by reference).10.3
    
    Amended and Restated Agency Agreement between the Partnership, Smith Barney Futures
Management LLC and Salomon Smith Barney Inc. (filed as Exhibit 10.3 to the general form for
registration of securities on Form 10 filed on April 30, 2007 and incorporated herein by
reference).10.4
    
    Form of Subscription Agreement (filed as Exhibit 10.4 to the quarterly report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).10.5
    
    Joinder Agreement among Citigroup Managed Futures LLC (the former name of the General
Partner), Citigroup Global Markets Inc. and Morgan Stanley Smith Barney LLC (filed as Exhibit
10 to the quarterly report on Form 10-Q filed on August 14, 2009 and in corporated herein by reference).
     21




---



##### 



SIGNATURES
     TIDEWATER FUTURES
    FUND L.P.
   By:

Ceres Managed Futures LLC(General Partner)By:

/s/ Walter DavisWalter Davis
    President and DirectorDate:

August 16, 2010By:

/s/ Jennifer MagroJennifer Magro
    Chief Financial Officer, Secretary and Director


(Principal Accounting Officer)Date:

August 16, 2010  22