EXHIBIT 8.01

 
                                  
                              May 30, 1996     

Tudor Fund For Employees L.P.
    
c/o Second Management LLC     
 General Partner
One Liberty Plaza
51st Floor
New York, New York  10006

Dear Sirs:
    
     We have acted as your counsel in connection with the preparation and filing
with the Securities and Exchange Commission of Post-Effective Amendment No. 6 to
the Registration Statement on Form S-1, SEC File No. 33-33982 (the "Registration
Statement"), relating to the registration under the Securities Act of 1933 as
amended of Units of Limited Partnership Interest ("Units") in Tudor Fund For
Employees L.P. (the "Partnership"), a limited partnership organized under the
Delaware Revised Uniform Limited Partnership Act.    
    
     We have examined such documents and records and have reviewed such
questions of law and fact as we have deemed necessary for purposes of delivering
this opinion letter. Based upon the foregoing, we hereby confirm our opinion,
under the heading "Federal Income Tax Aspects" in the Prospectus constituting a
part of the Registration Statement that the Partnership will be taxed as a
partnership for United States federal income tax purposes. We also confirm that
the text in the Prospectus set forth under the headings "Principal Risk
Factors", "Purchases by Employee Benefit Plans--ERISA Considerations", "Federal
Income Tax Aspects", and "State and Local Income Tax Aspects" correctly
describes the material tax consequences to United States taxpayers who are
individuals of acquiring, owning, and disposing of Units.    

     We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.

                              Very truly yours,