Citigroup Managed Futures LLC
731 Lexington Avenue
25th Floor
New York, New York 10022
January 4, 2008
Mail Stop 4561
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VIA EDGAR AND FEDEX
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Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington D.C. 20549
Attn: Jorge Bonilla
Senior Staff Accountant
Re: Smith Barney Tidewater Futures Fund L.P.
Form 10 - Response to SEC Comments
File No. 000-52604
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Ladies and Gentlemen:
On behalf of Smith Barney Tidewater Futures Fund L.P. (the "Partnership"), I am
writing this letter in my capacity as an officer of Citigroup Managed Futures
LLC, the general partner of the Partnership (the "General Partner"). This letter
responds to the Securities and Exchange Commission (the "Commission") Staff's
comment letter dated November 9, 2007 (the "Letter") to the Partnership's
Registration Statement on Form 10 that was filed with the Commission on April
30, 2007, as amended by Amendment No. 1 filed with the Commission on October 18,
2007 (the "Registration Statement"). The following response is numbered to
correspond to the numbering of the Letter. For your convenience, the Staff's
comments are indicated in italics, followed by the response of the General
Partner.
General
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1. We note that your response has been submitted and signed by your counsel.
Please provide on a separate letter form, and signed by an officer of, the
Company a statement acknowledging that:
o The company is responsible for the adequacy and accuracy of the
disclosures in the filings;
o Staff comments or changes to disclosures in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filings; and
o The Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities law of the United States.
The Partnership acknowledges that it is responsible for the adequacy and
accuracy of the disclosures in the filings.
The Partnership is aware that Staff comments or changes to disclosures in
response to Staff comments do not foreclose the Commission from taking any
action with respect to the filings.
The Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities law 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: Wilson K. Lee
Rita M. Molesworth
Gabriel Acri