Ceres Managed Futures LLC
55 East 59th Street - 10th Floor
New York, New York 10022
December 1, 2009
Mail Stop 3010
VIA EDGAR AND FEDEX
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington D.C. 20549
| Attn: Ms. Jennifer Gowetski |
| Assistant Director |
Re: | Potomac Futures Fund L.P. |
(f/k/a Smith Barney Potomac Futures Fund L.P.)(the “Partnership”)
Form 10-K for the fiscal year ended December 31, 2008
Forms 10-Q for the quarters ended March 31, 2009 and June 30, 2009
File No. 000-50735
Ladies and Gentlemen:
Pursuant to your comment letter dated September 17, 2009, the Partnership acknowledges that:
| • | the adequacy and accuracy of the disclosure in its 2008 Form 10-K and 2009 Forms 10-Q are the responsibility of the Partnership; |
| • | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Partnership’s 2008 Form 10-K or 2009 Forms 10-Q; and |
| • | the Partnership represents that it will not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
* * * *
Please feel free to call the undersigned at (212) 559-5046 with any questions.
Very truly yours,
/s/ Jennifer Magro
Jennifer Magro
Chief Financial Officer
cc: | Rita M. Molesworth |
Gabriel Acri
Lisa Eskenazi
Jon Burwick
