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 September 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




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##### 



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


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

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

4  5Statements
 of Income and Expenses and Changes in
    Partners Capital
    for the three and nine months ended September  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




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##### 



PART I
 
 Item 1. Financial Statements
 
 Tidewater Futures Fund L.P.
Statements of Financial Condition
 (Unaudited) 
September 30,
    
    
    December 31,2010
    
    
    2009Assets:Equity in trading account:Cash
    
    $
    19,992,517
    
    
    $
    32,781,935Cash margin
    
    
    10,028,268
    
    
    
    13,348,704Net unrealized appreciation on open futures contracts
    
    
    3,795,718
    
    
    
    3,623,720Net unrealized appreciation on open forward contracts
    
    
    441,638
    
    
    
    1,276,02934,258,141
    
    
    
    51,030,388Interest receivable
    
    
    2,360
    
    
    
    522Total assets
    
    $
    34,260,501
    
    
    $
    51,030,910Liabilities and Partners Capital:Liabilities:Accrued expenses:Brokerage fees
    
    $
    185,578
    
    
    $
    276,417Management fees
    
    
    28,359
    
    
    
    84,470Other
    
    
    43,668
    
    
    
    72,427Redemptions payable
    
    
    628,146
    
    
    
    868,945Total liabilities
    
    
    885,751
    
    
    
    1,302,259Partners Capital:General
Partner, 281.2556 and 399.0301 unit equivalents
outstanding at September 30, 2010 and December 31, 2009,
respectively
    
    
    426,597
    
    
    
    812,357Limited
Partners, 21,722.6584 and 24,027.7101 Redeemable Units outstanding at
September 30, 2010 and
December 31, 2009, respectively
    
    
    32,948,153
    
    
    
    48,916,294Total partners capital
    
    
    33,374,750
    
    
    
    49,728,651Total liabilities and partners capital
    
    $
    34,260,501
    
    
    $
    51,030,910Net asset value per unit
    
    $
    1,516.76
    
    
    $
    2,035.83
  3




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##### 



Tidewater Futures Fund L.P.
Condensed Schedule of Investments
September 30, 2010(Unaudited)
 Number of
    
    
    
    
    
    
    % of PartnersContracts
    
    
    Fair Value
    
    
    CapitalFutures Contracts PurchasedCurrencies
    
    
    256
    
    
    
    523,015
    
    
    
    1.57
    %Energy
    
    
    146
    
    
    
    85,600
    
    
    
    0.26Grains
    
    
    741
    
    
    
    1,405,247
    
    
    
    4.21Indices
    
    
    553
    
    
    
    497,568
    
    
    
    1.49Interest Rates U.S.
    
    
    101
    
    
    
    88,781
    
    
    
    0.27Interest Rates Non-U.S.
    
    
    1037
    
    
    
    111,241
    
    
    
    0.33Livestock
    
    
    313
    
    
    
    (78,270
    )
    
    
    (0.24
    )Metals
    
    
    72
    
    
    
    809,245
    
    
    
    2.42Softs
    
    
    371
    
    
    
    483,789
    
    
    
    1.45Total futures contracts purchased
    
    
    
    
    
    
    3,926,216
    
    
    
    11.76Futures Contracts SoldCurrencies
    
    
    283
    
    
    
    189,795
    
    
    
    0.57Indices
    
    
    35
    
    
    
    (31,041
    )
    
    
    (0.09
    )Softs
    
    
    342
    
    
    
    (289,252
    )
    
    
    (0.87
    )Total futures contracts sold
    
    
    
    
    
    
    (130,498
    )
    
    
    (0.39
    )Unrealized Appreciation on Open Forward ContractsMetals
    
    
    90
    
    
    
    441,638
    
    
    
    1.32Total unrealized appreciation on open forward contracts
    
    
    
    
    
    
    441,638
    
    
    
    1.32Total fair value
    
    
    
    
    
    $
    4,237,356
    
    
    
    12.69
    %
  4




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##### 



Tidewater Futures Fund L.P.
Condensed Schedule of Investments
December 31, 2009
  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




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##### 



Tidewater Futures Fund L.P.
Statements of Income and Expenses and Changes in Partners Capital(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Income:Net gains (losses) on trading of commodity
interests:Net realized
gains (losses) on closed contracts
    
    $
    (5,430,516
    )
    
    $
    1,745,776
    
    
    $
    (8,977,831
    )
    
    $
    (1,352,059
    )Change in
net unrealized gains (losses) on open
contracts
    
    
    7,908,748
    
    
    
    5,330,655
    
    
    
    (662,393
    )
    
    
    2,278,973Gain
(loss) from trading, net
    
    
    2,478,232
    
    
    
    7,076,431
    
    
    
    (9,640,224
    )
    
    
    926,914Interest income
    
    
    8,649
    
    
    
    10,484
    
    
    
    24,847
    
    
    
    35,558Total income (loss)
    
    
    2,486,881
    
    
    
    7,086,915
    
    
    
    (9,615,377
    )
    
    
    962,472Expenses:Brokerage
fees including clearing fees
    
    
    552,382
    
    
    
    814,490
    
    
    
    2,021,226
    
    
    
    2,770,893Management fees
    
    
    160,037
    
    
    
    245,320
    
    
    
    585,013
    
    
    
    837,100Other
    
    
    103,139
    
    
    
    
    
    
    
    179,927
    
    
    
    189,375Total expenses
    
    
    815,558
    
    
    
    1,059,810
    
    
    
    2,786,166
    
    
    
    3,797,368Management
fees waived
    
    
    (53,970
    )
    
    
    
    
    
    
    (53,970
    )
    
    
    Net expenses
    
    
    761,588
    
    
    
    1,059,810
    
    
    
    2,732,196
    
    
    
    3,797,368Net income
(loss)
    
    
    1,725,293
    
    
    
    6,027,105
    
    
    
    (12,347,573
    )
    
    
    (2,834,896
    )Additions  Limited Partners
    
    
    1,203,000
    
    
    
    105,000
    
    
    
    1,783,000
    
    
    
    2,333,000Redemptions  Limited Partners
    
    
    (2,118,158
    )
    
    
    (5,878,288
    )
    
    
    (5,539,328
    )
    
    
    (15,517,651
    )Redemptions  General Partner
    
    
    
    
    
    
    
    
    
    
    (250,000
    )
    
    
    (1,486,124
    )Net increase
(decrease) in Partners Capital
    
    
    810,135
    
    
    
    253,817
    
    
    
    (16,353,901
    )
    
    
    (17,505,671
    )Partners Capital, beginning of period
    
    
    32,564,615
    
    
    
    48,031,569
    
    
    
    49,728,651
    
    
    
    65,791,057Partners Capital, end of period
    
    $
    33,374,750
    
    
    $
    48,285,386
    
    
    $
    33,374,750
    
    
    $
    48,285,386Net asset
value per unit
(22,003.9140 and 25,036.7635 units outstanding
at September 30, 2010 and 2009, respectively)
    
    $
    1,516.76
    
    
    $
    1,928.58
    
    
    $
    1,516.76
    
    
    $
    1,928.58Net income
(loss) per Redeemable Unit
and General Partner unit equivalents
    
    $
    80.67
    
    
    $
    227.55
    
    
    $
    (519.07
    )
    
    $
    (53.88
    )Weighted average units outstanding
    
    
    22,692.1401
    
    
    
    27,158.9457
    
    
    
    23,422.4772
    
    
    
    30,257.5470
  6




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##### 



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




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
September 30, 2010(Unaudited)
 2.
    
    Financial Highlights:
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    

September 30,2010
    
    

2009
    
    

2010
    
    

2009Net realized and unrealized gains (losses) *
    
    $
    89.52
    
    
    $
    236.23
    
    
    $
    (489.84
    )
    
    $
    (21.58
    )Interest income
    
    
    0.39
    
    
    
    0.38
    
    
    
    1.08
    
    
    
    1.18Expenses **
    
    
    (9.24
    )
    
    
    (9.06
    )
    
    
    (30.31
    )
    
    
    (33.48
    )Increase
(decrease) for the period
    
    
    80.67
    
    
    
    227.55
    
    
    
    (519.07
    )
    
    
    (53.88
    )Net asset value per unit, beginning of period
    
    
    1,436.09
    
    
    
    1,701.03
    
    
    
    2,035.83
    
    
    
    1,982.46Net asset value per unit, end of period
    
    $
    1,516.76
    
    
    $
    1,928.58
    
    
    $
    1,516.76
    
    
    $
    1,928.58
 
 *
    
    Includes brokerage fees.**
    
    Excludes brokerage fees. Three Months Ended
    
    
    Nine Months EndedSeptember 
30,
    
    

September 
30,2010
    
    

2009
    
    

2010
    
    

2009Ratios to average net assets:***Net investment income (loss) before incentive fees****
    
    
    (9.5
    )%
    
    
    (8.8
    )%
    
    
    (9.2
    )%
    
    
    (9.3
    )%Operating
expenses
    
    
    9.6
    %*****
    
    
    8.9
    %
    
    
    9.3
    %*****
    
    
    9.3
    %Incentive
fees
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Total expenses
    
    
    9.6
    %
    
    
    8.9
    %
    
    
    9.3
    %
    
    
    9.3
    %Total return:Total return
before incentive fees
    
    
    5.6
    %
    
    
    13.4
    %
    
    
    (25.5
    )%
    
    
    (2.7
    )%Incentive fee
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Total return after incentive fees
    
    
    5.6
    %
    
    
    13.4
    %
    
    
    (25.5
    )%
    
    
    (2.7
    )%
 
 ***
    
    Annualized (other than incentive fees).****
    
    Interest income less total expenses.*****
    
    Percentages are after management fee waivers. For the period from August 1, 2010 through
September 30, 2010, the Advisor temporarily reduced the management fee it receives from the
Partnership from an annual rate of 2% of adjusted net assets to an annual rate of 1% of adjusted net assets.  3.
    
    Trading Activities:
      8




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##### 



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

September
30, 2010Futures ContractsCurrencies
    
    $
    1,218,667Energy
    
    
    165,921Grains
    
    
    1,516,397Indices
    
    
    560,890Interest Rates U.S.
    
    
    91,953Interest Rates Non-U.S.
    
    
    399,229Metals
    
    
    809,245Softs
    
    
    732,839Total unrealized appreciation on open futures
contracts
    
    $
    5,495,141LiabilitiesFutures ContractsCurrencies
    
    $
    (505,857
    )Energy
    
    
    (80,321
    )Grains
    
    
    (111,150
    )Indices
    
    
    (94,363
    )Interest Rates U.S.
    
    
    (3,172
    )Interest Rates Non-U.S.
    
    
    (287,988
    )Livestock
    
    
    (78,270
    )Softs
    
    
    (538,302
    )Total unrealized depreciation on open futures
contracts
    
    $
    (1,699,423
    )Net unrealized appreciation on open futures
contracts
    
    $
    3,795,718
    *
 Assets
    

September
30, 2010Forward ContractsMetals
    
    $
    441,638Total unrealized appreciation on open forward
contracts
    
    $
    441,638Net unrealized appreciation on open forward
contracts
    
    $
    441,638
    **
 
 *
    
    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. 9




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##### 



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

December 31, 2009Futures ContractsCurrencies

$
480,338Energy


1,173,441Grains


328,415Indices


1,983,702Interest Rates U.S.


5,023Interest Rates
    Non-U.S.


20,069Livestock


7,030Softs


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

$
6,688,315LiabilitiesFutures ContractsCurrencies

$
(1,104,957
)Grains


(69,445
)Indices


(11,198
)Interest Rates U.S.


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


(454,860
)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
    
    
    Nine Months Ended
    
    
    Nine Months EndedSeptember 30, 2010
    
    
    September 30, 2009
    
    
    September 30, 2010
    
    
    September 30, 2009Sector
    
    Gain (loss) from trading
    
    
    Gain (loss) from trading
    
    
    Gain (loss) from trading
    
    
    Gain (loss) from tradingCurrencies
    
    $
    46,596
    
    
    $
    154,967
    
    
    $
    (1,099,088
    )
    
    $
    (3,485,196
    )Energy
    
    
    116,290
    
    
    
    
    
    
    
    (2,618,575
    )
    
    
    (5,500
    )Grains
    
    
    (1,099,861
    )
    
    
    (6,466
    )
    
    
    (1,618,088
    )
    
    
    (58,078
    )Indices
    
    
    1,803,244
    
    
    
    1,920,398
    
    
    
    (2,951,309
    )
    
    
    1,747,786Interest Rates U.S.
    
    
    456,156
    
    
    
    192,319
    
    
    
    1,277,594
    
    
    
    (710,496
    )Interest Rates Non-U.S.
    
    
    164,389
    
    
    
    140,232
    
    
    
    3,534,638
    
    
    
    (1,411,148
    )Livestock
    
    
    78,272
    
    
    
    226,172
    
    
    
    (1,062,916
    )
    
    
    1,211,792Metals
    
    
    1,272,060
    
    
    
    571,541
    
    
    
    (563,333
    )
    
    
    297,239Softs
    
    
    (358,914
    )
    
    
    3,877,268
    
    
    
    (4,539,147
    )
    
    
    3,340,515Total
    
    $
    2,478,232
    ***
    
    $
    7,076,431
    ***
    
    $
    (9,640,224
    )***
    
    $
    926,914
    ***
 
 ***
    
    This amount is in Gain (loss) from trading, net on the Statements of Income and Expenses
and Changes in Partners Capital. 10




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
September 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
    
    
    Unobservable09/30/2010
    
    
    Assets (Level 1)
    
    
    (Level 2)
    
    
    Inputs (Level 3)AssetsFutures
    
    $
    3,795,718
    
    
    $
    3,795,718
    
    
    $
    
    
    
    $
    Forwards
    
    
    441,638
    
    
    
    441,638
    
    
    
    
    
    
    
    Total
assets
    
    
    4,237,356
    
    
    
    4,237,356
    
    
    
    
    
    
    
    Total fair value
    
    $
    4,237,356
    
    
    $
    4,237,356
    
    
    $
    
    
    
    $
    
 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
September 30, 2010(Unaudited)
 5.
    
    Financial Instrument Risks:
      12




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##### 



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




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
September 30, 2010(Unaudited)
  London Metals Exchange Forward Contracts.
 Income Taxes.
   Subsequent Events
 Recent Accounting Pronouncements.
  Net
Income (Loss) per Redeemable Unit and General Partner Unit Equivalents
 7. Subsequent Event:
  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
        September 30, 2010
(Unaudited)
 Three
Months Ended September 30, 2010% of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at Risk*Currencies
    
    $
    1,311,696
    
    
    
    3.93
    %
    
    $
    1,686,290
    
    
    $
    867,991
    
    
    $
    1,093,675Energy
    
    
    264,328
    
    
    
    0.79
    %
    
    
    310,318
    
    
    
    173,691
    
    
    
    229,392Grains
    
    
    1,093,250
    
    
    
    3.28
    %
    
    
    1,142,755
    
    
    
    163,960
    
    
    
    651,350Interest Rates U.S.
    
    
    173,800
    
    
    
    0.52
    %
    
    
    173,800
    
    
    
    88,900
    
    
    
    153,500Interest Rates Non-U.S.
    
    
    1,052,026
    
    
    
    3.15
    %
    
    
    1,195,001
    
    
    
    666,913
    
    
    
    937,349Livestock
    
    
    278,700
    
    
    
    0.84
    %
    
    
    395,900
    
    
    
    183,300
    
    
    
    228,850Metals
    
    
    1,197,179
    
    
    
    3.59
    %
    
    
    1,197,179
    
    
    
    601,999
    
    
    
    840,393Softs
    
    
    1,509,859
    
    
    
    4.52
    %
    
    
    1,510,711
    
    
    
    453,205
    
    
    
    1,048,689Indices
    
    
    1,675,030
    
    
    
    5.02
    %
    
    
    2,034,464
    
    
    
    1,055,959
    
    
    
    1,259,822Total
    
    $
    8,555,868
    
    
    
    25.64
    %
  *
    
    Average of month-end Values at Risk. 17




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##### 



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




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##### 



PART II. OTHER INFORMATION
 Item 1.   Legal Proceedings
  Item 1A.   Risk Factors
  19




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##### 



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 ProgramsJuly 1, 2010 - 
July 31, 2010



989.9134



$
1,340.60




N/A




N/AAugust 1, 2010 - 
 August 31, 2010



118.7524



$
1,372.05




N/A




N/ASeptember 1, 2010 - 
 September 30, 2010



414.1366



$
1,516.76




N/A




N/A1,522.8024



$
1,390.96   *
    
    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




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##### 



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
    
    Amended and Restated Management Agreement among the Partnership,
the General Partner and Chesapeake Capital Corporation (filed as Exhibit 10.1 to the current
report on Form 8-K filed on September 15, 2010 and incorporated herein by reference).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




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##### 



SIGNATURES
     TIDEWATER FUTURES
    FUND L.P.
   By:

Ceres Managed Futures LLC(General Partner)By:

/s/ Walter DavisWalter Davis
    President and DirectorDate:

November 12, 2010By:

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


(Principal Accounting Officer)Date:

November 12, 2010  22