UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~January 131, ~~2012~~2013

TIDEWATER FUTURES FUND L.P.

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction

of incorporation)

000-52604

(Commission File Number)

13-3811113

(IRS 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)

Registrant’s telephone number, including area code: (~~212~~855) ~~296~~672-~~1999~~4468

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.~~02 Departure~~01. Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~The~~Ceres ~~registrant~~Managed ~~does~~Futures ~~not~~LLC, ~~have~~the ageneral ~~board~~partner of ~~directors. The~~the registrant’s, ~~general~~(the ~~partner~~“General Partner”) and the registrant entered into a management agreement dated January 1, ~~Ceres~~2013 ~~Managed~~(the ~~Futures~~“Management ~~LLC~~Agreement”), with Rabar Market Research, Inc. (the “~~CMF~~Advisor”), isan ~~managed~~Illinois bycorporation, apursuant ~~board~~to ofwhich ~~directors~~the Advisor shall manage the registrant’s assets allocated to it.

~~Effective~~Pursuant ~~June~~to ~~13,~~the ~~2012~~Management Agreement, Mrthe registrant will pay the Advisor a monthly management fee equal to 1/12 of 2% (2% per year) of the month end net assets of the registrant allocated to the Advisor. The ~~Brian~~Advisor ~~Centner~~will ~~resigned~~also asreceive ~~Chief~~a ~~Financial~~quarterly ~~Officer~~incentive fee equal to 20% of ~~CMF~~new trading profits (as defined in the Management Agreement) earned by the Advisor in each calendar quarter.

~~Effective~~The Management Agreement expires on June 1330th of each year, ~~2012~~beginning in 2013, ~~Mr.~~and ~~Damian~~may ~~George~~be ~~was~~renewed ~~appointed~~by ~~Chief~~the ~~Financial~~General ~~Officer~~Partner, in its sole discretion, for additional one-year periods upon notice to the Advisor not less than 30 days prior to the expiration of ~~CMF~~the previous period.

~~Damian~~The ~~George,~~Management ~~age~~Agreement ~~44, has been the Chief Financial Officer and a principal of the general partner since June 2012, and~~ is anfiled ~~associate~~herewith member of the National Futures Association. Since August 2009, Mr. George has been employed by Morgan Stanley Smith Barney LLC (“Morgan Stanley Smith Barney”), a financial services firm, where his responsibilities include oversight of budgeting, finance and Sarbanes-Oxley testing for the Alternative Investments–Managed Futures group. Since August 2009, Mr. George has been registered as anExhibit ~~associated person of Morgan Stanley Smith Barney~~10. ~~From November 2005 through July 2009, Mr~~1. George was employed by Citi Alternative Investments, a division of Citigroup Inc. (“Citigroup”), a financial services firm, which administered Citigroup’s hedge fund and fund of funds business, where he served as Director and was responsible for budgeting, finance and Sarbanes-Oxley testing for the Hedge Fund Management group. From November 2004 through July 2009, Mr. George was registered as an associated person of Citigroup Global Markets Inc. Mr. George earned his Bachelor of Science degree in Accounting in May 1989 from Fordham University and his Master of Business Administration degree in International Finance in February 1998 from Fordham University. Mr. George is a Certified Public Accountant.

Item 1.02. Termination of a Material Definitive Agreement.

Effective December 31, 2012, the General Partner and the registrant terminated the amended and restated management agreement dated September 15, 2010 (the “Chesapeake Management Agreement”), with Chesapeake Capital Corporation, an Illinois corporation (“Chesapeake”), pursuant to which Chesapeake managed the registrant’s assets allocated to it. The General Partner terminated the Chesapeake Management Agreement because the General Partner believes it’s in the best interest of the registrant. Chesapeake served as the sole advisor to the registrant since the registrant’s inception.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Management Agreement dated January 1, 2013 by and among the registrant, Ceres Managed Futures LLC and Rabar Market Research, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TIDEWATER FUTURES FUND L.P. ~~By: Ceres Managed Futures LLC, General Partner By /s/ Walter Davis Walter Davis President and Director~~

~~Date~~By: ~~June~~ 18Ceres Managed Futures LLC, ~~2012~~General Partner

Walter Davis

President and Director

Date: January 7, 2013

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