FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                 (X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

               OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended September 30, 2003

Commission File Number 0-50272

                   SALOMON SMITH BARNEY AAA ENERGY FUND L.P.II
             (Exact name of registrant as specified in its charter)

         New York                                03-0407557
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)              Identification No.)

                        c/o Citigroup Managed Futures LLC
                            399 Park Avenue - 7th Fl.
                            New York, New York 10022
              (Address and Zip Code of principal executive offices)

                                 (212) 559-2011
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                            Yes X No ____

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in rule 12b-2 of the Exchange Act).

                                                          Yes _____ No ___X__
<PAGE>

                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                                    FORM 10-Q
                                      INDEX

                                                                 Page
                                                                Number

PART I - Financial Information:

   Item 1.       Financial Statements:

                 Statements of Financial Condition at
                 September 30, 2003 and December 31,
                 2002 (unaudited).                                   3

                 Statements of Income and Expenses
                 and Partners' Capital for the three
                 and nine months ended September 30,
                 2003 and for the period from July 1,
                 2002 (commencement of operations) to
                 September 30, 2002 (unaudited).                     4

                 Notes to Financial Statements,
                 including the Financial Statements of
                 SB AAA Master Fund LLC (unaudited).              5 - 17

   Item 2.       Management's Discussion and Analysis
                 of Financial Condition and Results of
                 Operations.                                     18 - 20

   Item 3.       Quantitative and Qualitative
                 Disclosures about Market Risk                   21 - 22

   Item 4.       Controls and Procedures                           23

PART II - Other Information                                        24

                                       2
<PAGE>
                                     PART I

                          Item 1. Financial Statements

                   SALOMON SMITH BARNEY AAA ENERGY FUND L.P II
                        STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)


<TABLE>
<CAPTION>
<S>                                                                             <C>            <C>
                                                                           September 30,   December 31,
                                                                                2003            2002
                                                                            -----------    ------------

Assets:

Investment in the Master, at fair value                                     $111,881,011   $130,298,736
Cash                                                                                  --         31,957
                                                                            ------------   ------------
                                                                            $111,881,011   $130,433,981
                                                                            ============   ============



LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:
 Accrued expenses:
  Management fees                                                               $183,914       $221,483
  Administrative fees                                                             45,978         55,371
  Due to CGM                                                                          --         40,426
  Other                                                                              137         42,993
 Redemptions payable                                                           2,494,229      3,228,426
                                                                            ------------   ------------
                                                                              2,724,258      3,588,699
                                                                            ------------   ------------

Partners' Capital:
General Partner, 2,476.2826  Unit equivalents
   outstanding in 2003 and 2002                                                2,117,766      2,671,067
Limited Partners, 125,160.1756 and 115,117.8344  Redeemable Units of
  Limited Partnership Interest outstanding in 2003 and 2002, respectively    107,038,987    124,174,215
                                                                            ------------   ------------

                                                                             109,156,753    126,845,282
                                                                             ------------   ------------

                                                                            $111,881,011   $130,433,981
                                                                            ============   ============
</TABLE>




See Accompanying Notes to Unaudited Financial Statements.
                                        3


<PAGE>
                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
             STATEMENTS OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)


<TABLE>
<CAPTION>
<S>                                                                  <C>            <C>             <C>
                                                                 THREE MONTHS   THREE MONTHS      NINE MONTHS
                                                                    ENDED          ENDED            ENDED
                                                                 SEPTEMBER 30,  SEPTEMBER 30,     SEPTEMBER 30,
                                                                -----------------------------    --------------
                                                                     2003           2002           2003
                                                                -----------------------------    -------------
Income:
  Realized gains (losses) on closed positions from Master         $4,519,493      $11,481,837     $(33,953,233)
  Change in unrealized gains (losses) on open
   positions from Master                                          (1,905,831)      (4,609,691)       9,437,541
  Interest income allocated from Master                              204,528          366,399          781,768
  Expenses allocated from Master                                    (718,526)      (2,521,938)      (4,895,276)

                                                               -------------    -------------    -------------

                                                                   2,099,664        4,716,607      (28,629,200)
                                                               -------------    -------------    -------------


Expenses:
  Management fees                                                    566,323          548,669        1,687,451
  Administratrive fees                                               141,580          137,168          421,860
  Other expenses                                                      48,881           19,326           72,793
                                                               -------------    -------------    -------------

                                                                     756,784          705,163        2,182,104
                                                               -------------    -------------    -------------

  Net income (loss)                                                1,342,880        4,011,444      (30,811,304)

Additions  - Limited Partner                                              --       20,189,000       22,491,000
                  - General Partner                                       --        1,500,000               --
Redemptions - Limited Partner                                     (5,040,525)        (850,443)      (9,368,225)
Allocation to the Special Limited Partner                                 --         (727,866)              --
                                                               -------------    -------------    -------------

  Net increase (decrease) in Partners' capital                    (3,697,645)      24,122,135      (17,688,529)

Partners' capital, beginning of period                           112,854,398       94,875,000      126,845,282
                                                               -------------    -------------    -------------

Partners' capital, end of period                                $109,156,753     $118,997,135     $109,156,753
                                                              =============    =============    =============

Net asset value per Unit
  (127,636.4582    and 116,179.7191 Redeemable Units
  outstanding at September 30, 2003 and 2002, respectively)          $855.22        $1,024.25          $855.22
                                                               =============    =============    =============

Net income (loss) per Redeemable Unit of Limited Partnership
  Interest and General Partner Unit equivalent                        $10.40           $25.07         $(225.17)
                                                               =============    =============    =============

Redemption  Net asset value per Redeemable Unit                      $855.22        $1,024.63          $855.22
                                                               =============    =============    =============
</TABLE>


See Accompanying Notes to Unaudited Financial Statements.
                                        4

<PAGE>



                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)

1. General:

     Salomon  Smith  Barney AAA Energy  Fund L.P.  II (the  "Partnership")  is a
limited  partnership  organized on March 25, 2002 under the partnership  laws of
the  State of New York to  engage  directly  or  indirectly  in the  speculative
trading of a diversified  portfolio of commodity interests,  including commodity
options and commodity  futures  contracts on United States exchanges and certain
foreign  exchanges.  The  Partnership  may trade  commodity  futures and options
contracts of any kind but  currently  trades  solely  energy and energy  related
products.  In addition,  the Partnership may enter into swap contracts on energy
related products. The commodity interests that are traded by the Partnership are
volatile and involve a high degree of market  risk.  The  Partnership  commenced
trading on July 1, 2002.

     Effective July 1, 2002, the Partnership  transferred  substantially  all of
its assets in exchange  for  64,945.0387  Units of the SB AAA Master Fund LLC, a
New York limited  liability company (the "Master") as a tax-free transfer to the
Master.  The Master was formed in order to permit commodity pools managed now or
in the future by AAA Capital  Management,  Inc. (the "Advisor") using the energy
with  swaps  program,  the  Advisor's  proprietary  trading  program,  to invest
together in one trading vehicle.  In addition,  the Advisor is a Special Limited
Partner of the Partnership,  an employee of CGM and a related party.  Individual
and  pooled  accounts  currently  managed  by  AAA,  including  the  Partnership
(collectively,  the "Feeder Funds"), are permitted to be non-managing members of
the Master.  The  General  Partner and AAA believe  that  trading  through  this
master/feeder  structure  should  promote  efficiency and economy in the trading
process.  Expenses to investors as a result of the  investment in the Master are
approximately the same and redemption rights are not affected.

     Citigroup  Managed  Futures LLC,  formerly Smith Barney Futures  Management
LLC, acts as the General Partner (the "General  Partner") of the Partnership and
the managing member of the Master.  The Partnership is a non-managing  member of
the Master.  Expenses to investors as a result of the  investment  in the Master
are approximately the same and redemption rights are not affected.

     As of September 30, 2003, the Partnership owns  approximately  39.8% of the
Master.  It is the Partnership's  intention to continue to invest  substantially
all of its assets in the Master.  The performance of the Partnership is directly
affected by the performance of the Master.  The Master's  Statement of Financial
Condition,  Statement of Income and Expenses and Members'  Capital and Condensed
Schedule of Investments are included herein.

                                       5
<PAGE>

                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)

     On April 7, 2003,  Smith Barney Futures  Management LLC changed its name to
Citigroup Managed Futures LLC. The Master's commodity broker is Citigroup Global
Markets Inc. ("CGM"),  formerly Salomon Smith Barney Inc. CGM is an affiliate of
the General  Partner.  The General  Partner is wholly owned by Citigroup  Global
Markets Holdings Inc.  ("CGMHI"),  formerly Smith Barney Holdings Inc., which is
the sole owner of CGM.  CGMHI is a wholly owned  subsidiary  of  Citigroup  Inc.
("Citigroup").

     The accompanying  financial statements are unaudited but, in the opinion of
management,  include  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the  Partnership's  financial
condition  at  September  30, 2003 and  December 31, 2002 and the results of its
operations  for the  three and nine  months  ended  September  30,  2003.  These
financial  statements  present the results of interim periods and do not include
all disclosures  normally  provided in annual financial  statements.  You should
read these financial statements together with the financial statements and notes
included in the Partnership's registration statement on Form 10/A filed with the
Securities and Exchange Commission filed on November 5, 2003.

     Due to the nature of commodity  trading,  the results of operations for the
interim  periods  presented  should not be considered  indicative of the results
that may be expected for the entire year.

     Certain prior period amounts have been  reclassified  to conform to current
year presentation.

                                        6
<PAGE>


                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)

     The Master's Statements of Financial Condition as of September 30, 2003 and
December 31, 2002,  Condensed  Schedules of Investments as of September 30, 2003
and  December  31, 2002 and its  Statements  of Income and Expenses and Members'
Capital for the three and nine months  ended  September  30, 2003 are  presented
below:


                             SB AAA Master Fund LLC
                        Statements of Financial Condition
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                         <C>            <C>
                                        September 30,    December 31,
                                            2003             2002

Assets:
Equity in commodity futures trading
 account:
Cash (restricted $25,465,159 and
 $53,522,255, respectively)             $262,575,170   $330,218,077
Net unrealized appreciation
 on open  positions                        6,303,842      9,188,483
Unrealized appreciation on
 open swaps positions                     33,482,194     38,011,771
Commodity options owned, at fair
 value (cost $32,963,177 and
 $63,879,907, respectively)               33,691,360     83,252,102
                                         336,052,566    460,670,433
                                         -----------    -----------
Due from brokers                             489,055     12,595,792
Interest receivable                          180,564          6,712
                                         -----------    -----------
                                        $336,722,185   $473,272,937
                                         ===========    ===========
Liabilities and Members' Capital:
Liabilities:
 Unrealized depreciation on open
  swap positions                         $17,897,668    $48,470,222
 Commodity options written, at
    market value (premium $44,320,523
    and $59,666,185, respectively)        34,673,623     67,724,777
Accrued Expenses:
   Commissions                             1,904,325      5,210,167
   Professional fees                               4         20,117
   Due to brokers                            657,700      1,541,223
   Due to CGM                                 22,978         22,978
   Distribution Payable                      174,830              -
                                         -----------    -----------
                                          55,331,128    122,989,484

Members' Capital:
 Members' Capital, 215,995.4878 and
  216,355.0521 Units outstanding
  in 2003 and 2002, respectively         281,391,057    350,283,453
                                         -----------    -----------
                                        $336,722,185   $473,272,937
                                         ===========    ===========
</TABLE>
                                       7
<PAGE>

                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)

                             SB AAA Master Fund LLC
                        Condensed Schedule of Investments
                               September 30, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                           <C>                     <C>                                                            <C>
                           Number of
Sector                      Contracts               Contract                                                       Fair Value
--------------    ------------------------------    ----------------------------------                     -------------------
Energy                                              Futures contracts purchased 0.33%                                $ 917,999
                                                    Futures contracts sold 1.95%                                     5,385,843
                                                                                                           --------------------
                                                      Total futures contracts 2.28%                                  6,303,842

                                                    Options owned 11.97%
                              4,084                 NYMEX Natural Gas Put 7.73%  Nov. 03 - Oct 04                   21,740,320
                                                    Other 4.24%                                                     11,951,040
                                                                                                           --------------------
                                                                                                                    33,691,360


                                                    Options written (12.32)%
                              7,842                 NYMEX Natural Gas Call (7.79)% Aug 03 - Dec 04                 (21,926,650)
                                                    Other (4.53)%                                                  (12,746,973)
                                                                                                           --------------------
                                                                                                                   (34,673,623)


                                                    Unrealized appreciation on Swaps contracts 11.90%
                                                    HH Natural Gas  6.86%                                           19,305,725
                                                    Other 5.04%                                                     14,176,469
                                                                                                           ---------------------
                                                                                                                    33,482,194

                                                    Unrealized depreciation on Swaps contracts  (6.36)%
                                                    NYMEX Natural Gas                                              (17,897,668)
                                                                                                           --------------------
              Total Energy 7.47%                                                                                  $ 20,906,105
                                                                                                           ====================

Total Fair Value 7.47%

                                                      Investment at             % of Investment at
  Country Composition                                   Fair Value                 Fair Value
  --------------------                                -------------             -------------------

  United Kingdom                                       $ (1,532,097)                 (7.33)%
  United States                                          22,438,202                 107.33
                                                       -------------                -------
                                                       $ 20,906,105                 100.00 %
                                                      ==============                 =====
</TABLE>

Percentages are based on Members' Capital unless otherwise indicated


                                        8



<PAGE>
                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)

                             SB AAA Master Fund LLC
                        Condensed Schedule of Investments
                                December 31, 2002

<TABLE>
<CAPTION>
<S>                                  <C>                          <C>                                                  <C>
                                 Number of                       Contract                                         Fair Value
Sector                           Contracts
Energy                                            Futures contracts purchased 17.92%
                                     6,228        IPE Gas Oil 5.45% Jan. - Feb. 2003                               $19,089,003
                                                  Other 12.47%                                                      43,677,214
                                                                                                                    ------------
                                                                                                                    62,766,217

                                                  Futures contracts sold (15.30)%
                                    13,454        NYMEX Light Sweet Crude Oil (7.22)% Feb. 03 - June 04            (25,271,391)
                                     7,578        NYMEX Natural Gas (6.05)% Feb. 03 - Feb. 04                      (21,203,640)
                                                  Other (2.03)%                                                     (7,102,703)
                                                                                                                   ------------
                                                                                                                   (53,577,734)

                                                  Options owned 23.77%
                                     7,293        NYMEX Natural Gas Call 10.40% Feb. 03 - June 03                   36,430,400
                                     5,325        NYMEX Natural Gas Put 5.37% Feb. 03 - June 03                     18,812,110
                                                  Other 8.00%                                                       28,009,592
                                                                                                                    ------------
                                                                                                                    83,252,102

                                                  Options written (19.33)%
                                    12,086        NYMEX Light Sweet Crude Call (6.90)% Feb. 03 - June 03           (24,193,640)
                                                  Other (12.43)%                                                   (43,531,137)
                                                                                                                   ------------
                                                                                                                   (67,724,777)

                                                  Unrealized appreciation on Swaps contracts 10.85%
                                     3,354        NYMEX Natural Gas 5.46%                                           19,130,237
                                                  Other 5.39%                                                       18,881,534
                                                                                                                    ------------
                                                                                                                    38,011,771

                                                  Unrealized depreciation on Swaps contracts (13.84)%
                                     1,809        NYMEX Natural Gas (5.17)%                                        (18,107,814)
                                                  Other (8.67)%                                                    (30,362,408)
                                                                                                                    ------------
                                                                                                                   (48,470,222)
                                                                                                                    ------------
    Total Energy 4.07%                                                                                              14,257,357
                                                                                                                    ------------
Total Fair Value 4.07%                                                                                             $14,257,357
                                                                                                                    ===========
                              Investments at   % of Investments at
   Country Composition         Fair Value         Fair Value
   --------------------        -----------      ---------------

   United Kingdom              $25,728,485         180.46%
   United States               (11,471,128)        (80.46)
                              ------------         ------
                               $14,257,357         100.00%
                              ============         =======
</TABLE>

Percentages are based on Members' Capital unless otherwise indicated.

See Accompanying Notes to Financial Statements.

                                       9
<PAGE>
                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (UNAUDITED)

                             SB AAA MASTER FUND LLC
             STATEMENTS OF INCOME AND EXPENSES AND MEMBERS' CAPITAL
                                   (UNAUDITED)


<TABLE>
<CAPTION>
<S>                                                                    <C>           <C>               <C>             <C>
                                                                       Three Months Ended             Nine Months Ended
                                                                          September 30,                 September 30,
                                                                     2003           2002             2003             2002
                                                                -----------------------------     -----------------------------

Income:
  Net gains (losses) on trading of commodity
   interests:
  Realized gains (losses) on closed positions                        $11,364,220      $32,530,758     $(81,204,492)     $75,347,319
  Change in unrealized gains (losses) on open
   positions                                                          (4,834,883)     (14,289,808)      22,219,816       (1,542,837)
                                                                   -------------    -------------    -------------    -------------
  Net realized and unrealized  gains (losses)                          6,529,337       18,240,950      (58,984,676)      73,804,482
  Interest income                                                        527,067          694,206        1,946,481        1,934,222
                                                                   -------------    -------------    -------------    -------------
                                                                       7,056,404       18,935,156      (57,038,195)      75,738,704
                                                                   -------------    -------------    -------------    -------------
Expenses:
  Brokerage commissions including clearing fees
  of $398,062, $606,653, $1,434,608 and $1,098,861, respectively       1,638,456        4,705,739       11,424,814       12,227,265
  Professional fees                                                      195,727            9,399          214,218           27,685
                                                                   -------------    -------------    -------------    -------------
                                                                       1,834,183        4,715,138       11,639,032       12,254,950
                                                                   -------------    -------------    -------------    -------------
  Net income  (loss)                                                   5,222,221       14,220,018      (68,677,227)      63,483,754
                                                                  -------------    -------------    -------------    -------------
   Additions                                                           6,258,158      122,115,230       51,437,472      133,277,647
   Redemptions                                                       (10,907,469)      (7,953,501)     (49,779,551)     (20,461,187)
   Distributions                                                        (511,012)        (673,613)      (1,873,090)      (1,890,174)
                                                                   -------------    -------------    -------------    -------------
  Net increase (decrease) in Members' Interest                            61,898      127,708,134      (68,892,396)     174,410,040
Members' capital, beginning of period                                281,329,159      198,916,629      350,283,453      152,214,723
                                                                   -------------    -------------    -------------    -------------
Members' capital, end of period                                     $281,391,057     $326,624,763     $281,391,057     $326,624,763
                                                                    ============      ===========      ===========       ===========
Net asset value per Unit
  (215,995.4878 and 214,373.0803 Units outstanding at
    September 30, 2003 and 2002, respectively)                         $1,302.76        $1,523.63        $1,302.76        $1,523.63
                                                                     ============      ===========      ===========       =========
Net income (loss) per Unit of Member Interest                             $24.07           $65.15         $(309.06)         $423.21
                                                                    ============      ===========      ===========       ===========
</TABLE>

                                       10
<PAGE>


                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)

2.     Financial Highlights:

     Changes  in net  asset  value  per  Redeemable  Unit for the three and nine
months ended  September  30, 2003 and for the three months ended  September  30,
2002 were as follows:

<TABLE>
<CAPTION>
<S>                                                <C>                  <C>                  <C>
                                             THREE-MONTHS ENDED  THREE-MONTHS ENDED    NINE-MONTHS ENDED
                                                SEPTEMBER 30,     SEPTEMBER 30,            SEPTEMBER 30,
                                                   2003                 2002                  2003
                                              ---------------    ------------------    ----------------
Net realized and unrealized gains
 (losses) *                                       $   15.26            $   34.48         $  (213.96)
Interest income                                        1.57                 3.37               5.85
Expenses**                                            (6.43)              (12.78)            (17.06)
                                                     -----               -------            --------
Increase (decrease) for period                        10.40                25.07            (225.17)
Net Asset Value per Redeemable Unit,
 beginning of period                                 844.99             1,000.00           1,078.66
Offering cost adjustment                              (0.17)               (0.82)              1.73
                                                   ========             ========            ========
Net Asset Value per Unit,
 end of period                                    $  855.22            $1,024.25          $  855.22
                                                   ========             ========            ========
Redemption/subscription value per
 Redeemable Unit versus Net Asset
 Value per Redeemable Unit                        $    0.00            $    0.38          $    0.00
                                                   --------             ---------         ----------
Redemption/subscription Net Asset
 Value Per Redeemable Unit***                     $  855.22            $1,024.63          $  855.22
                                                   ========             ========            ========

</TABLE>


*        Includes expenses allocated from Master.
**       Excludes expenses allocated from Master and includes allocations to
         special limited partner.
***      For the purpose of a  redemption/subscription,  any remaining  accrued
         liability for reimbursement of offering costs will not
         reduce redemption/subscription net asset value per unit.

                                       11
<PAGE>

                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)




<TABLE>
<CAPTION>
<S>                                                <C>                  <C>                  <C>
                                             THREE-MONTHS ENDED  THREE-MONTHS ENDED    NINE-MONTHS ENDED
                                                SEPTEMBER 30,     SEPTEMBER 30,            SEPTEMBER 30,
                                                   2003                 2002                  2003
                                              ---------------    ------------------    ----------------


Ratio to average net assets: ****
   Net investment loss before incentive
    fees *****                                      (4.4)%           (10.8)%                (7.7)%
                                                    =====            ======                  ======

   Operating expenses                                5.3%             12.2%                  8.4%
   Incentive fees                                    0.0%              2.8%                  0.0%
                                                    -----             -----                  -----
   Total expenses                                    5.3%             15.0%                  8.4%
                                                    =====            ======                  ======
Total return:
   Total return before incentive
    fees                                             1.2%              3.1%                 (20.9)%
   Incentive fees                                    0.0%             (0.6)%                  0.0%
                                                    -----             -----                  -----
   Total return after incentive fees                 1.2%              2.5%                 (20.9)%
                                                    =====            ======                  ======
</TABLE>

****     Annualized
*****    Interest income less total expenses (exclusive of incentive fees)

                                       12
<PAGE>

                   SALOMON SMITH BARNEY AAA ENERGY FUND L.P.II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)


Financial Highlights from the Master:

     Changes  in net asset  value per Unit for the three and nine  months  ended
September 30, 2003 and 2002 were as follows:


<TABLE>
<CAPTION>
<S>                                               <C>         <C>               <C>            <C>
                                                THREE-MONTHS ENDED              NINE-MONTHS ENDED
                                                 SEPTEMBER 30,                   SEPTEMBER 30,
                                                  2003          2002            2003          2002
                                              -----------------------        ------------------------


Net realized and unrealized
  gains(losses)*                                 $   22.68     $   61.95       $ (317.27)    $  414.30
Interest income                                       2.44          3.24            9.01          9.02
Expenses**                                           (1.05)        (0.04)          (0.80)        (0.11)
                                                    --------      -------      ---------       --------
Increase(decrease) for period                        24.07         65.15         (309.06)       423.21

Distributions                                        (2.37)        (3.14)          (8.67)        (8.82)

Net Asset Value per Unit,
 beginning of period                              1,281.06      1,461.62        1,620.49      1,109.24
                                                   ========      ======         =======        ========

Net Asset Value per Unit,
 end of period                                   $1,302.76     $1,523.63       $1,302.76     $1,523.63
                                                   ========      ======         =======        ========
</TABLE>

*  Includes brokerage commissions.
** Excludes brokerage commissions.


                                       13
<PAGE>


                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)



Financial Highlights of the Master:

<TABLE>
<CAPTION>
<S>                                               <C>         <C>               <C>            <C>
                                                THREE-MONTHS ENDED              NINE-MONTHS ENDED
                                                 SEPTEMBER 30,                   SEPTEMBER 30,
                                                  2003          2002            2003          2002
                                              -----------------------        ------------------------


Ratio to average net assets: *

  Net investment loss **                          (2.1)%        (6.6)%            (4.4)%      (6.4)%

  Operating expenses                               2.6%          6.7%              4.9%        7.7%


Total return                                       1.8%          4.5%            (19.3)%      38.1%
</TABLE>

*     Annualized
**       Interest income less total expenses

The  above  ratios  may vary for  individual  investors  based on the  timing of
capital transactions during the period.

                                       14
<PAGE>

                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)


3.       Offering Costs:

     Offering  costs of  approximately  $50,000  relating to the issuance of the
Partnership's  Units  offered  were  initially  paid by CGM.  These  costs  were
reimbursed to CGM by the  Partnership  over the first 12 months  (together  with
interest at the prime rate quoted by JPMorgan Chase & Co.).

     For the periods ended September 30, 2003 and December 31, 2002, $28,571 and
$9,574,  respectively,  of  these  costs  have  been  reimbursed  to  CGM by the
Partnership.  In addition, the Partnership has recorded interest expense of $669
and $1,076,  respectively,  for the nine months ended September 30, 2003 and six
months ended December 31, 2002 which is included in other expenses.

4.    Trading Activities:

     The  Partnership  was formed for the  purpose  of  trading  contracts  in a
variety of commodity interests,  including derivative financial  instruments and
derivative  commodity  instruments.  The Partnership invests the majority of its
assets  through  a "master  fund/feeder  fund"  structure.  The  results  of the
Partnership's  investment in the Master are shown in the Statement of Income and
Expenses  and  Partners'  Capital  and are  discussed  in  Item 2,  Management's
Discussion and Analysis of Financial Condition and Results of Operations.

     The respective  Customer  Agreement between the Partnership and CGM and the
Master and CGM give the  Partnership  and the  Master,  respectively,  the legal
right to net unrealized gains and losses on open futures positions.

     All of the  commodity  interests  owned by the Master are held for  trading
purposes.  The average  fair values  during the nine months and six months ended
September  30, 2003 and  December  31,  2002,  respectively,  based on a monthly
calculation, were assets of $44,681,256 and $13,217,805,  respectively. The fair
values of these commodity  interests,  including  options and swaps thereon,  if
applicable,   at  September  30,2003  and  December  31,  2002  were  assets  of
$20,906,105  and  $14,257,357,  respectively.  Fair values for  exchange  traded
commodity  futures  and  options  are based on quoted  market  prices  for those
futures and options.  Fair values for all other financial  instruments for which
market quotations are not readily  available are based on calculations  approved
by the General Partner.

                                       15
<PAGE>


                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (Unaudited)
                                   (Continued)

5.       Financial Instrument Risk:

     In the  normal  course  of  its  business,  the  Partnership,  through  its
investment in the Master,  is party to financial  instruments  with  off-balance
sheet risk, including derivative financial  instruments and derivative commodity
instruments.  These financial instruments may include forwards, futures, options
and swaps, whose values are based upon an underlying asset,  index, or reference
rate, and generally  represent future commitments to exchange currencies or cash
flows,  to purchase or sell other  financial  instruments  at specific  terms at
specified future dates, or, in the case of derivative commodity instruments,  to
have a reasonable  possibility to be settled in cash,  through physical delivery
or with another  financial  instrument.  These  instruments  may be traded on an
exchange  or   over-the-counter   ("OTC").   Exchange  traded   instruments  are
standardized and include futures and certain option contracts. OTC contracts are
negotiated between contracting parties and include forwards and certain options.
Each of these  instruments  is subject to various risks similar to those related
to the underlying  financial  instruments  including  market and credit risk. In
general,  the  risks  associated  with OTC  contracts  are  greater  than  those
associated  with  exchange  traded  instruments  because of the greater  risk of
default by the counterparty to an OTC contract.

     Market  risk is the  potential  for  changes in the value of the  financial
instruments  traded by the Master due to market changes,  including interest and
foreign  exchange  rate  movements  and  fluctuations  in  commodity or security
prices.  Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.

     Credit risk is the possibility  that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. Credit risk with
respect to exchange traded instruments is reduced to the extent that an exchange
or  clearing  organization  acts  as a  counterparty  to the  transactions.  The
Partnership's/Master's  risk  of  loss  in the  event of counterparty default is



                                       16

<PAGE>

                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (Unaudited)
                                   (Continued)

typically  limited to the  amounts  recognized  in the  statement  of  financial
condition  and not  represented  by the  contract  or  notional  amounts  of the
instruments.  The  Partnership,  through  its  investment  in  the  Master,  has
concentration  risk because the sole  counterparty or broker with respect to the
Master's assets is CGM.

     The General Partner monitors and controls the  Partnership's/Master's  risk
exposure  on a  daily  basis  through  financial,  credit  and  risk  management
monitoring systems,  and accordingly  believes that it has effective  procedures
for   evaluating  and  limiting  the  credit  and  market  risks  to  which  the
Partnership/Master  is  subject.  These  monitoring  systems  allow the  General
Partner to  statistically  analyze  actual  trading  results with risk  adjusted
performance  indicators  and  correlation  statistics.   In  addition,   on-line
monitoring  systems  provide account  analysis of futures,  forwards and options
positions  by  sector,  margin  requirements,  gain  and loss  transactions  and
collateral positions.

     The majority of these  instruments  mature within one year of September 30,
2003. However, due to the nature of the  Partnership's/Master's  business, these
instruments may not be held to maturity.


                                       17
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

Liquidity and Capital Resources

     The Partnership does not engage in the sale of goods or services.  Its only
assets are its  investment  in the Master,  cash and  interest  receivable.  The
Master  does not  engage in the sale of goods or  services.  Because  of the low
margin deposits normally required in commodity futures trading, relatively small
price movements may result in substantial losses to the Partnership.

     The  Partnership's  capital  consists of the capital  contributions  of the
partners as increased or decreased by its  investment  in the Master,  expenses,
interest income, redemptions of Units and distributions of profits, if any.

     For the nine months ended September 30, 2003, Partnership capital decreased
13.9% from  $126,845,282 to $109,156,753.  This decrease was attributable to net
loss from  operations of  $30,811,304  coupled with  redemptions  of 11,575.4053
Redeemable  Units  resulting  in an outflow of  $9,368,225  which was  partially
offset by the additions of 21,617.7465  Redeemable  Units totaling  $22,491,000.
Future  redemptions  can impact the amount of funds  available for investment in
the Master in subsequent periods.

     The Master's capital  consists of the capital  contributions of the members
as  increased  or decreased  by realized  and/or  unrealized  gains or losses on
commodity futures trading,  expenses,  interest income, redemptions of Units and
distributions of profits, if any.

     For the  nine  months  ended  September  30,  2003,  the  Master's  capital
decreased   19.7%  from   $350,283,453  to   $281,391,057.   This  decrease  was
attributable to net loss from operations of $68,677,227 coupled with redemptions
of  37,354.7361  Units  totaling  $49,779,551  and  distribution  of interest of
$1,873,090 to non-managing  members of the Master, which was partially offset by
the additions of 37,191.8136 Units totaling $51,437,472.  Future redemptions can
impact the amount of funds  available  for  investments  in  commodity  contract
positions in subsequent periods.

                                       18
<PAGE>

Critical Accounting Policies

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities,  and disclosures of contingent assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from these
estimates.

     All commodity interests  (including  derivative  financial  instruments and
derivative commodity  instruments) are used for trading purposes.  The commodity
interests  are  recorded on trade date and open  contracts  are  recorded in the
statement of financial  condition at fair value on the last  business day of the
period,  which represents  market value for those commodity  interests for which
market  quotations are readily  available or other measures of fair value deemed
appropriate by management of the General Partner for those  commodity  interests
and foreign  currencies for which market  quotations are not readily  available,
including dealer quotes for swaps and certain option  contracts.  Investments in
commodity  interests  denominated in foreign currencies are translated into U.S.
dollars at the exchange rates prevailing on the last business day of the period.
Realized gains (losses) and changes in unrealized values on commodity  interests
and foreign  currencies  are  recognized  in the period in which the contract is
closed or the changes occur and are included in net gains (losses) on trading of
commodity interests.

     Foreign currency contracts are those contracts where the Partnership agrees
to receive or deliver a fixed  quantity of foreign  currency for an  agreed-upon
price on an agreed future date. Foreign currency contracts are valued daily, and
the  Partnership's net equity therein,  representing  unrealized gain or loss on
the contracts as measured by the difference between the forward foreign exchange
rates at the dates of entry  into the  contracts  and the  forward  rates at the
reporting dates, is included in the statement of financial  condition.  Realized
gains (losses) and changes in unrealized  values on foreign  currency  contracts
are  recognized  in the period in which the  contract  is closed or the  changes
occur and are included in the  statement  of income and  expenses and  partners'
capital.

Results of Operations

     During the  Partnership's  third  quarter of 2003,  the net asset value per
Redeemable  Unit  increased  1.2%  from  $844.99  to  $855.22.  The  Partnership
experienced a net trading gain in the third quarter of 2003 of $2,099,664. Gains
were  primarily  attributable  to the Master's  trading of commodity  futures in
energy swaps,  NYMEX Heating Oil, NYMEX Natural Gas and NYMEX Crude Oil and were
partially  offset  by losses in IPE Brent  Crude  and NYMEX  Unleaded  Gas.  The

                                       19
<PAGE>

Partnership  experienced  a net  trading  gain in the third  quarter  of 2002 of
$4,011,444.  Gains  were  primarily  attributable  to the  Master's  trading  of
commodity  futures in NYMEX Natural Gas, NYMEX Crude Oil, NYMEX Unleaded Gas and
NYMEX Heating Oil and were partially offset by losses in energy swaps, IPE Brent
Crude Oil and IPE Gas Oil.

     Commodity futures markets are highly volatile.  The potential for broad and
rapid price fluctuations  increases the risks involved in commodity trading, but
also increases the possibility of profit.  The  profitability of the Partnership
(and the Master Fund) depends on the Advisor's ability to forecast price changes
in energy and energy related commodities.  Such price changes are influenced by,
among  other  things,   changing  supply  and  demand  relationships,   weather,
governmental, agricultural, commercial and trade programs and policies, national
and  international  political and economic events and changes in interest rates.
To the extend that the advisor  correctly makes such forecasts,  the Partnership
(and the Master Fund) expects to increase capital through operations.

     Interest income on 80% of the Partnership's  average daily equity allocated
to it by the Master was earned at a 30-day U.S.  Treasury  bill rate  determined
weekly  by CGM  based  on the  average  non-competitive  yield on  3-month  U.S.
Treasury  bills  maturing in 30 days.  CGM may  continue to maintain  the Master
assets in cash and/or place all of the Master  assets in 90-day  Treasury  bills
and pay  the  Partnership  80% of the  interest  earned  on the  Treasury  bills
purchased.  CGM  will  retain  20% of any  interest  earned  on  Treasury  bills
purchased.  Interest  income  allocated  from Master for the three  months ended
September  30, 2003  decreased  by  $161,871,  as compared to the  corresponding
period in 2002.  The decrease in interest  income is primarily due to a decrease
in interest rates during the three months ended September 30, 2003.

     Management  fees are  calculated as a percentage of the  Partnership's  net
asset value as of the end of each month and are affected by trading  performance
and  redemptions.  Management fees for the three months ended September 30, 2003
increased  by  $17,654,  as compared to the  corresponding  period in 2002.  The
increase of  management  fees is due to an  increase in assets  during the three
months ended September 30, 2003.

     Special  limited  partner  allocations are based on the new trading profits
generated  by the  Advisor at the end of the year,  as  defined in the  advisory
agreements between the Partnership,  the General Partner and the Advisor.  There
were no  allocations  accrued for the three  months  ended  September  30, 2003.
Trading performance for the three months ended September 30, 2002 resulted in an
accrual allocation to the Special Limited Partner of $727,866.

                                       20
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

     All of the  Partnership's  assets are  subject to the risk of trading  loss
through its  investment  in the Master.  The Master is a  speculative  commodity
pool. The market  sensitive  instruments held by it are acquired for speculative
trading  purposes,  and all or  substantially  all of the  Master's  assets  are
subject to the risk of trading loss.  Unlike an operating  company,  the risk of
market sensitive instruments is integral,  not incidental,  to the Master's main
line of business.

     Market  movements  result  in  frequent  changes  in the fair  value of the
Master's open  positions and,  consequently,  in its earnings and cash flow. The
Master's  market risk is influenced by a wide variety of factors,  including the
level and volatility of interest rates, exchange rates, equity price levels, the
value of financial instruments and contracts, the diversification effects of the
Master's open positions and the liquidity of the markets in which it trades.

     The Master rapidly acquires and liquidates both long and short positions in
a range of different markets.  Consequently, it is not possible to predict how a
particular future market scenario will affect performance, and the Master's past
performance is not necessarily indicative of its future results.

     Value at Risk is a measure of the  maximum  amount  which the Master  could
reasonably be expected to lose in a given market sector.  However,  the inherent
uncertainty  of the  Master's  speculative  trading  and the  recurrence  in the
markets  traded by the Master of market  movements  far  exceeding  expectations
could result in actual  trading or  non-trading  losses far beyond the indicated
Value at Risk or the  Master's  experience  to date (i.e.,  "risk of ruin").  In
light of the foregoing as well as the risks and  uncertainties  intrinsic to all
future  projections,  the inclusion of the quantification in this section should
not be  considered  to  constitute  any  assurance  or  representation  that the
Master's  losses in any market sector will be limited to Value at Risk or by the
Master's attempts to manage its market risk.

     Exchange  maintenance  margin  requirements have been used by the Master as
the measure of its Value at Risk.  Maintenance  margin  requirements  are set by
exchanges  to equal or exceed  the  maximum  losses  reasonably  expected  to be
incurred  in the fair value of any given  contract  in  95%-99%  of any  one-day
interval.  Maintenance  margin  has been  used  rather  than the more  generally
available  initial  margin,  because  initial  margin  includes  a  credit  risk
component, which is not relevant to Value at Risk.


                                       21
<PAGE>

     The following table indicates the trading Value at Risk associated with the
Master's  open  positions by market  category as of  September  30, 2003 and the
highest and lowest  value at any point  during the three and nine  months  ended
September 30, 2003. All open position  trading risk exposures of the Master have
been included in  calculating  the figures set forth below.  As of September 30,
2003,  the Master's total  capitalization  was  $281,391,057.  There has been no
material change in the trading Value at Risk information previously disclosed in
the Registration Statements on Form 10/A filed on November 5, 2003.


                               September 30, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                         <C>             <C>              <C>                  <C>           <C>
                                                                     Year  to  Date
                                                          ------------------------------------------
                                        % of Total         High                Low           Average
Market Sector       Value at Risk   Capitalization      Value at Risk      Value at Risk  Value at Risk

Energy                 $18,415,548       6.54%           $131,820,411       $12,880,254     $39,599,399
Energy Swaps            5,727,000        2.04%             33,232,031           900,000       8,473,995
                      -----------       ------
Total                 $24,142,548        8.58%
                      ===========       ======
</TABLE>
                                       22
<PAGE>

Item 4. Controls and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures as of September 30, 2003, the President and Chief  Financial  Officer
of the General  Partner have  concluded  that such controls and  procedures  are
effective.

     During the  Partnership's  last fiscal quarter,  no changes occurred in the
Partnership's  internal  control over financial  reporting that have  materially
affected,  or are  reasonably  likely to materially  affect,  the  Partnership's
internal control over financial reporting.


                                       23
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

     The following  information  supplements and amends our discussion set forth
under Item 8 "Legal Proceedings" in the Partnership's  Registration Statement on
form 10/A filed on November 5, 2003.

ENRON

TITTLE, ET AL. v. ENRON CORP., ET AL.

     On  September  30,  2003,  all of the  claims  against  Citigroup  in  this
litigation were dismissed. Additional Actions

     Several additional actions,  previously identified,  have been consolidated
or  coordinated  with the Newby  action and are stayed,  except with  respect to
certain discovery,  until after the court's decision on class certification.  In
addition, on August 15, 2003, a purported class action was brought by purchasers
of Enron stock alleging state law claims of negligent misrepresentation,  fraud,
breach of fiduciary duty and aiding and abetting a breach of fiduciary  duty. On
August 29, 2003, an investment  company filed a lawsuit alleging that Citigroup,
CGM and several other  defendants  (including,  among others,  Enron's  auditor,
financial  institutions,  outside  law firms and rating  agencies)  engaged in a
conspiracy,  which purportedly caused plaintiff to lose credit (in the form of a
commodity  sales  contract)  it extended  to an Enron  subsidiary  in  purported
reliance on Enron's financial statements.  On September 24, 2003, Enron filed an
adversary proceeding in its chapter 11 bankruptcy proceedings to recover alleged
preferential  payments and fraudulent  transfers  involving  Citigroup,  CGM and
other  entities,  and to  disallow  or to  subordinate  bankruptcy  claims  that
Citigroup, CGM and other entities have filed against Enron.

Research

     In connection  with the global  research  settlement,  on October 31, 2003,
final  judgment  was entered  against CGM and nine other  investment  banks.  In
addition,  CGM has entered into  separate  settlement  agreements  with numerous
states and certain U.S. territories.


                                       24
<PAGE>

WORLDCOM

     Citigroup  and/or CGM are now named in  approximately  35 individual  state
court actions brought by pension funds and other  institutional  investors based
on underwriting of debt securities of WorldCom.  Most of these actions have been
removed to federal court and transferred to the United States District Court for
the Southern  District of New York for centralized  pretrial hearings with other
WorldCom actions.  On October 24, 2003, the court granted  plaintiffs' motion to
have this matter certified as a class action.

     OTHER

     On November 3, 2003,  the United  States  District  Court for the  Southern
District of New York granted the  Company's  motion to dismiss the  consolidated
amended  complaint  asserting  violations of certain federal and state antitrust
laws by CGM and other  investment  banks in  connection  with the  allocation of
shares in initial public offerings underwritten by such parties.

Item 2. Changes in Securities and Use of Proceeds -

          The  Partnership  no longer  offers  units at the net asset  value per
     Redeemable  Units  of the end of each  month.  For the  nine  months  ended
     September  30,  2003  there  were  additional  sales of  21,617.7465  Units
     totaling $22,491,000.

          Proceeds from the sale of additional  Redeemable Units are used in the
     trading  of  commodity  interests  including  futures  contracts,  options,
     forwards and swap contracts.

Item 3. Defaults Upon Senior Securities - None

Item 4. Submission of Matters to a Vote of Security Holders - None

Item 5. Other Information - None

Item 6. The  exhibits  required  to be filed by Item 601 of  Regulation  S-K are
     incorporated  herein by reference to the exhibit index of the Partnership's
     Registration Statement on Form 10/A filed on November 5, 2003.

     (a)  Exhibit   -   31.1   -   Rule    13a-14(a)/15d-14(a)    Certifications
          (Certifications of President and Director)

          Exhibit   -   31.2   -   Rule    13a-14(a)/15d-14(a)    Certifications
               (Certifications of Chief financial Officer and Director)

                                       25
<PAGE>

          Exhibit  -  32.1  -  Section  1350  Certifications  (Certification  of
               President and Director).

          Exhibit - 32.2 - Section 1350  Certifications  (Certification of Chief
               Financial Officer and Director).

     (b)  Reports on Form 8-K - None

                                       26
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of Section  13 or 15 (d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II


By:  Citigroup Managed Futures LLC
    (General Partner)



By:  /s/ David J. Vogel
         David J. Vogel, President and Director


Date:        11/13/03

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

By:  Citigroup Managed Futures LLC
     (General Partner)



By:  /s/ David J. Vogel
         David J. Vogel, President and Director


Date:        11/13/03



By:  /s/ Daniel R. McAuliffe, Jr.
         Daniel R. McAuliffe, Jr.
         Chief Financial Officer and
         Director

Date:        11/13/03

                                       27
<PAGE>
                                                                Exhibit 31.1
                                 CERTIFICATIONS


I, David J. Vogel, certify that:

1. I have  reviewed this  quarterly  report on Form 10-Q of Salomon Smith Barney
AAA Energy Fund L.P. II (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition and results of operations of the registrant as of, and for,
the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure  controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected,  or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

                                       28
<PAGE>

a) all  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: November 13, 2003


                                            /s/  David J. Vogel
                                                 David J. Vogel
                                                 Citigroup Managed Futures LLC
                                                 President and Director

                                       29
<PAGE>

                                                                    Exhibit 31.2
                                 CERTIFICATIONS

I, Daniel R. McAuliffe, Jr., certify that:

1. I have  reviewed this  quarterly  report on Form 10-Q of Salomon Smith Barney
AAA Energy Fund L.P. II (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition and results of operations of the registrant as of, and for,
the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure  controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected,  or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):


                                       30
<PAGE>

a) all  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: November 13, 2003


                                         /s/Daniel R. McAuliffe, Jr.
                                            Daniel R. McAuliffe, Jr.
                                            Citigroup Managed Futures LLC
                                            Chief Financial Officer and Director
                                       31
<PAGE>

                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of Salomon Smith Barney AAA Energy Fund
L.P. II (the  "Partnership")  on Form 10-Q for the period  ending  September 30,
2003 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the "Report"),  I, David J. Vogel,  President and Director of Citigroup Managed
Futures LLC, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Partnership.


/s/ David J. Vogel
David J. Vogel
Citigroup Managed Futures LLC
President and Director

November 13, 2003
                                       32
<PAGE>


                                                                    Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of Salomon Smith Barney AAA Energy Fund
L.P. II (the  "Partnership")  on Form 10-Q for the period  ending  September 30,
2003 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  I,  Daniel R.  McAuliffe,  Jr.,  Chief  Financial  Officer and
Director of Citigroup  Managed Futures LLC,  certify,  pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Partnership.

/s/ Daniel R. McAuliffe, Jr.
Daniel R. McAuliffe, Jr.
Citigroup Managed Futures LLC
Chief Financial Officer and Director

November 13, 2003


                                       33