Exhibit 8.01(c)

                                  May 14, 2002

Tudor Fund For Employees L.P.
c/o Second Management LLC,
  General Partner
1275 King Street
Greenwich, CT 06831

Ladies and Gentlemen:

     We have acted as special counsel in connection with the preparation and
filing with the Securities and Exchange Commission of Post-Effective Amendment
No. 4 to the Registration Statement on Form S-1, SEC File No. 333-52543
("Registration Statement"), relating to the registration under the Securities
Act of 1933 as amended of Units of Limited Partnership Interest in Tudor Fund
For Employees L.P., a limited partnership organized under the Delaware Revised
Uniform Limited Partnership Act.

     We hereby consent to the filing of this letter as Exhibit 8.01(c) to the
Registration Statement and to the references made to us in the Prospectus
constituting a part of the Registration Statement under the captions "Federal
Income Tax Aspects," "State and Local Income Tax Aspects - New York" and "Legal
Matters."

                                        Very truly yours,


                                        /s/ Shearman & Sterling






MHW/RJB