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 June 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 June 30, 2003  and December 31,
             2002 (unaudited).                                     3

             Statements of Income and Expenses
             and Partners' Capital for the three
             and six months ended June 30, 2003
             (unaudited).                                          4

             Notes to Financial Statements,
             including the Financial Statements of
             SB AAA Master Fund LLC (unaudited).                5 - 16

     Item 2. Management's Discussion and Analysis
             of Financial Condition and Results of
             Operations.                                       17 - 19

     Item 3. Quantitative and Qualitative
             Disclosures about Market Risk                     20 - 21

     Item 4. Controls and Procedures                             22

PART II - Other Information                                      23


<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>
                                                                       June 30,     December 31,
                                                                         2003           2002
                                                                     ------------    -----------
Assets:

Investment in the Master, at fair value                              $113,315,998   $130,402,024
Cash                                                                       62,311         31,957
                                                                     ------------   ------------
                                                                     $113,378,309   $130,433,981
                                                                     ============   ============


LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:
 Accrued expenses:
  Management fees                                                    $    186,250   $    221,483
  Administrative fees                                                      46,562         55,371
  Due to SSB                                                               11,855         40,426
  Other                                                                    66,122         42,993
 Redemptions payable                                                      213,122      3,228,426
                                                                     ------------   ------------
                                                                          523,911      3,588,699
                                                                     ------------   ------------

Partners' Capital:
General Partner, 2,476.2826  Unit equivalents
   outstanding in 2003 and 2002                                         2,092,434      2,671,067
Limited Partners, 131,081.2187 and 115,117.8344  Units of Limited
   Partnership Interest outstanding in 2003 and 2002, respectively    110,761,964    124,174,215
                                                                     ------------   ------------
                                                                      112,854,398    126,845,282
                                                                     ------------   ------------
                                                                     $113,378,309   $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>
                                                           THREE MONTHS ENDED  SIX MONTHS ENDED
                                                                JUNE 30,          JUNE 30,
                                                           --------------------------------
                                                                   2003            2003
                                                           --------------------------------

Income:
  Realized gains (losses) on closed positions from Master   $  20,482,216    $ (38,472,726)
  Change in unrealized gains (losses) on open
   positions from Master                                       (1,838,130)      11,343,372
  Income allocated from Master                                      6,107           23,420
  Expenses allocated from Master                               (1,312,684)      (4,176,750)
                                                            -------------    -------------
                                                               17,337,509      (31,282,684)
  Interest income received from Master                            225,844          553,820
                                                            -------------    -------------
                                                               17,563,353      (30,728,864)
                                                            -------------    -------------
Expenses:
  Management fees                                                 543,984        1,121,128
  Administratrive fees                                            135,995          280,280
  Other expenses                                                   11,808           23,912
                                                            -------------    -------------
                                                                  691,787        1,425,320
                                                            -------------    -------------
  Net income (loss)                                            16,871,566      (32,154,184)

Additions                                                          50,000       22,491,000
Redemptions                                                    (1,400,058)      (4,327,700)
                                                            -------------    -------------

  Net increase (decrease) in Partners' capital                 15,521,508      (13,990,884)
Partners' capital, beginning of period                         97,332,890      126,845,282
                                                            -------------    -------------
Partners' capital, end of period
                                                            $ 112,854,398    $ 112,854,398
                                                            -------------    -------------
Net asset value per Unit
 (133,557.5013 Units outstanding
  at June 30, 2003)                                         $      844.99    $      844.99
                                                            -------------    -------------

Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent              $      127.27    $     (233.67)
                                                            -------------    -------------


Redemption  Net asset value per Unit                        $      845.00    $      845.00
                                                            -------------    -------------
</TABLE>



See Accompanying Notes to Unaudited Financial Statements.
                                        4




<PAGE>


                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 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  interest,  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 intends  initially  to trade 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.  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 and
the Advisor is a special limited  partner.  Expenses to investors as a result of
investment in the Master are  approximately  the same and redemption  rights are
not affected.

     As of June  30,  2003,  the  Partnership  owns  approximately  40.3% 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.

                                                                     (Continued)

                                       5
<PAGE>


                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 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 June 30,  2003  and  December  31,  2002  and the  results  of its
operations  for the three and six months  ended June 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  annual  report  on Form  10-K  filed  with  the
Securities and Exchange Commission for the year ended December 31, 2002.

     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.

                                       6
<PAGE>


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

         The Master's Statement of Financial Condition as of June 30, 2003 and
December 31, 2002, Condensed Schedule of Investments as of June 30, 2003 and
December 31, 2002 and its Statement of Income and Expenses and Members' Capital
for the three and six months ended June 30, 2003 are presented below:

                             SB AAA Master Fund LLC
                        Statements of Financial Condition
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                           <C>            <C>
                                           June 30,         December 31,
                                              2003             2002
                                         -------------    ---------------
Assets:
Equity in commodity futures
 trading account:
Cash (restricted $29,376,137 and
 $53,522,255, respectively)             $ 248,398,785    $ 330,218,077
Net unrealized (depreciation)
 appreciation on open
 positions                                 (1,326,343)       9,188,483
Net unrealized appreciation on
 open swaps positions                      54,071,680       38,011,771
Commodity options owned, at fair
 value (cost $51,569,345 and
 $63,879,907, respectively)                51,721,581       83,252,102
                                        -------------    -------------

                                          352,865,703      460,670,433
Due from brokers                            4,868,813       12,595,792
Interest receivable                             4,884            6,712
                                        -------------    -------------
                                        $ 357,739,400    $ 473,272,937
                                         ============      ===========

Liabilities and Members' Capital:
Liabilities:
 Unrealized depreciation on open
  swap positions                        $  27,904,312    $  48,470,222
 Commodity options written, at
    market value (premium $54,214,943
    and $59,666,185, respectively)         42,109,870       67,724,777
Accrued Expenses:
 Commissions                                2,921,263        5,210,167
 Professional fees                             38,606           20,117
 Due to brokers                             3,413,212        1,541,223
 Due to CMG                                    22,978           22,978
                                        -------------    -------------
                                           76,410,241      122,989,484

Members' Capital:
 Members' Capital, 219,606.2204
  and 216,158.4103 Units outstanding
  in 2003 and 2002, respectively          281,329,159      350,283,453
                                          -----------      -------------
                                         $357,739,400     $473,272,937
                                          ===========      ============
</TABLE>



                                       7
<PAGE>


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

                             SB AAA Master Fund LLC
                        Condensed Schedule of Investments
                                  June 30, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>              <C>             <C>                                              <C>
               Number of
Sector         Contracts          Contract                                      Fair Value
---------        -------------------------------------------------           --------------

Energy                 Futures contracts purchased (6.20)%
                 6,647 NYMEX Natural Gas (8.87)% Aug. 03 - Aug. 04           $ (24,951,033)
                       Other 2.67%                                               7,498,210
                                                                             --------------
                                                                               (17,452,823)

                       Futures contracts sold 5.73%
                       NYMEX Natural Gas 7.93% Feb. 03 - Feb. 04                22,318,016
                       Other (2.20)%                                            (6,191,536)
                                                                             --------------
                                                                                16,126,480

                       Options owned 18.38%
                       NYMEX Natural Gas Call 1.01% Aug. 03 - Nov  03            2,847,090
                 4,007 NYMEX Natural Gas Put 9.41%  Aug 03 - Oct 04             26,455,640
                       NYMEX Light Sweet Crude Call 5.65% Aug 03 - Feb. 04      15,907,340
                       NYMEX Light Sweet Crude Put 1.62% Aug 03 - Feb 04         4,560,880
                       Other 0.69%                                               1,950,631
                                                                             --------------
                                                                                51,721,581


                       Options written (14.97)%
                10,337 NYMEX Natural Gas Call (10.36)% Aug 03 - Dec 04         (29,149,370)
                       NYMEX Light Sweet Crude Call (2.20)% Aug 03 - Sept. 03   (6,181,590)
                       Other (2.41)%                                            (6,778,910)
                                                                             --------------
                                                                               (42,109,870)


                       Unrealized appreciation on Swaps contracts 19.22%
                       NYMEX Natural Gas 14.16%                                 39,828,441
                       Other 5.06%                                              14,243,239
                                                                             --------------
                                                                                54,071,680

                       Unrealized depreciation on Swaps contracts  (9.91)%
                       NYMEX Natural Gas (5.51)%                               (15,499,882)
                       Other (4.40)%                                           (12,404,430)
                                                                               -----------
                                                                               (27,904,312)

    Total Energy 12.25%                                                         34,452,736
                                                                              ------------

Total Fair Value 12.25%                                                       $ 34,452,736
                                                                             =============

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

      United Kingdom           $ (2,588,104)                    (7.51)%
      United States              37,040,840                    107.51
                               ------------                    ------
                               $ 34,452,736                    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
                                 June 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 AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 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                     SIX MONTHS ENDED
                                                                    JUNE 30,                               JUNE 30,
                                                            ------------------------------     --------------------------------
                                                                2003              2002               2003             2002
                                                            ------------------------------     --------------------------------
Income:
  Net gains on trading of commodity
   interests:
  Realized gains (losses) on closed positions              $ 51,205,109       $ 36,634,699     $ (92,568,712)     $ 42,816,561
  Change in unrealized gains (losses) on open
   positions                                                 (4,955,814)       (10,702,971)       27,054,699        12,746,971
                                                          --------------     --------------    --------------   ---------------

                                                             46,249,295         25,931,728       (65,514,013)       55,563,532
  Interest income                                               721,637            767,154         1,686,957         1,373,622
                                                          --------------     --------------    --------------   ---------------

                                                             46,970,932         26,698,882       (63,827,056)       56,937,154
                                                          --------------     --------------    --------------   ---------------

Expenses:
  Brokerage commissions including clearing fees
  of $398,062, $606,653, $1,434,608 and
  $1,098,861, respectively                                    3,289,199          4,277,310         9,786,358         7,521,526
  Professional fees                                               9,297              9,092            18,491            18,286
                                                          --------------     --------------    --------------   ---------------

                                                              3,298,496          4,286,402         9,804,849         7,539,812
                                                          --------------     --------------    --------------   ---------------

  Net income  (loss)                                         43,672,436         22,412,480       (73,631,905)       49,397,342

   Additions                                                 12,193,128          2,396,264        45,179,314        11,162,417
   Redemptions                                              (17,378,056)        (2,840,699)      (38,872,082)      (12,507,686)
   Distribution                                                (706,482)          (752,121)       (1,629,621)       (1,350,167)
                                                          --------------     --------------    --------------   ---------------

  Net increase (decrease) in Members Interest                37,781,026         21,215,924       (68,954,294)       46,701,906

Members capital, beginning of period                        243,548,133        177,700,705       350,283,453       152,214,723
                                                          --------------     --------------    --------------   ---------------

Members capital, end of period                            $ 281,329,159      $ 198,916,629     $ 281,329,159     $ 198,916,629
                                                          --------------     --------------    --------------   ---------------

Net asset value per Unit
  in (219,606.2204 and 136,093.2122 Units outstanding
    June 30, 2003 and 2002, respectively)                    $ 1,281.06         $ 1,461.62        $ 1,281.06        $ 1,461.62
                                                          -------------     --------------    --------------   ---------------
Net income (loss) per Unit of Member Interest                  $ 197.61           $ 163.99         $ (332.01)         $ 362.30
                                                          -------------     --------------    --------------   ---------------
</TABLE>

                                       10
<PAGE>

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

2.     Financial Highlights:

         Changes in net asset value per Unit for the three and six months ended
June 30, 2003 were as follows:
<TABLE>
<CAPTION>
<S>                                             <C>                      <C>
                                          THREE-MONTHS ENDED       SIX MONTH ENDED
                                                JUNE 30,              JUNE 30,
                                                 2003                   2002
                                            ------------             -----------

Net realized and unrealized gains
 (losses) *                                  $ 129.30               $  (229.22)
Interest income                                  1.73                    4.28
Expenses**                                      (5.19)                  (10.63)
                                             ---------              -----------

Increase (decrease) increase for period        125.84                  (235.57)
Net Asset Value per Unit,
 beginning of period                           717.72                 1,078.66
Offering cost adjustment                         1.43                     1.90
                                             ---------                ---------
Net Asset Value per Unit,
 end of period                               $ 844.99                 $ 844.99
                                             =========                =========

Redemption/subscription value per
 Unit versus net asset value per Unit            0.01                     0.01
                                             ---------                ---------

Redemption/subscription Net Asset
 Value Per Unit ***                          $ 845.00                 $ 845.00
                                             =========                =========
</TABLE>

*  Includes brokerage commissions
** Excludes brokerage commissions 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.
<TABLE>
<CAPTION>
<S>                                              <C>                   <C>
Ratio to average net assets: ****
   Net investment loss before incentive
    fee allocation *****                         (6.7)%               (8.9)%
                                                =======              =======

   Operation expenses                            7.6%                  9.9%
   Incentive fee allocation                      0.0%                  0.0%
                                               -------               ------
   Total expenses                                7.6%                  9.9%
                                               =======               =======

Total return:
   Total return before incentive
    fee allocation                              17.5%                (21.8)%
   Incentive fee allocation                      0.0%                  0.0%
                                               -------               ------
   Total return after incentive fee
    allocation                                  17.5%                (21.8)%
                                               =======               ======
</TABLE>

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

                                       11
<PAGE>




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


Financial Highlights from the Master:

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

<TABLE>
<CAPTION>
<S>                                        <C>           <C>            <C>        <C>
                                                      THREE-MONTHS ENDED
                                                       SIX-MONTHS ENDED
                                              JUNE 30,                  JUNE 30,
                                       -------------------------    ----------------------
                                          2003           2002         2003           2002
                                       ----------     ----------    --------     ---------


Net realized and unrealized
  gains(losses)                        $ 194.36       $  158.42     $ (339.61)   $ 352.34
Interest income                            3.29            5.64          7.68       10.09
Expenses                                  (0.04)          (0.07)        (0.08)      (0.13)
                                      ----------      ----------    ----------  ----------

Increase(decrease) for period            197.61          163.99       (332.01)     362.30

Distributions                             (3.22)          (5.53)        (7.42)      (9.92)

Net Asset Value per Unit,
 beginning of period                   1,086.67        1,303.16      1,620.49    1,109.24
                                      ----------      ----------    ----------  ---------

Net Asset Value per Unit,
 end of period                        $1,281.06       $1,461.62     $1,281.06   $1,461.62
                                      ==========      ==========    ==========  =========
</TABLE>



                                       12





<PAGE>

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



Financial Highlights of the Master:



<TABLE>
<CAPTION>
<S>                                        <C>           <C>            <C>        <C>
                                                      THREE-MONTHS ENDED
                                                       SIX-MONTHS ENDED
                                              JUNE 30,                  JUNE 30,
                                       -------------------------    ----------------------
                                          2003           2002         2003        2002
                                       ----------     ----------    --------   ---------

Ratio to average net assets: *

  Net investment loss **               (3.4)%          (4.0)%         (5.4)%     (3.5)%

  Operating expenses                    4.4%            4.9%           6.5%       4.3%



Total return                           18.2%           12.6%         (20.5)%     32.7%
</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.

                                       13
<PAGE>


                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                  June 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 are being
reimbursed to CGM by the  Partnership  over the first (together with interest at
the prime rate quoted by JPMorgan Chase & Co.).

     For the six and twelve  months  ended June 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
$663 and $1,076, respectively, for the six and twelve months ended June 30, 2003
and 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  herein 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.

     All of the  commodity  interests  owned by the Master are held for  trading
purposes.  The average fair value during the six months and twelve  months ended
June  30,  2003  and  December  31,  2002,  respectively,  based  on  a  monthly
calculation,  was $52,914,855 and $13,217,805,  respectively.  The fair value of
these commodity  interests,  including options and swaps thereon, if applicable,
at  June  30,2003  and  December  31,  2002  was  $34,452,736  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

                                       14
<PAGE>



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

other  financial  instruments  for  which  market  quotations  are  not  readily
available are based on calculations approved by the General Partner.

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


                                       15
<PAGE>



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

Partnership's/Master's  risk of loss in the  event of  counterparty  default  is
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 June 30, 2003.
However,  due  to  the  nature  of the  Partnership's/Master's  business,  these
instruments may not be held to maturity.

                                       16
<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.  In the
second   quarter  of  2003,  the  Master   experienced  a  cumulative   loss  of
approximately 22%. This loss was primarily  attributable to extraordinary  price
activity in U.S.  natural gas markets at the end of February which led to losses
in the Master's energy market positions. The Masters' liquidity was not hindered
as a result of these market movements.

     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 six months ended June 30, 2003, Partnership capital decreased 11.0%
from  $126,845,282 to  $112,854,398.  This decrease was attributable to net loss
from  operations of $32,154,184  coupled with  redemptions  of 5,654.3622  Units
resulting  in an  outflow  of  $4,327,700  which  was  partially  offset  by the
additions of 21,617.7465  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 six months ended June 30,  2003,  the  Master's  capital  decreased
19.7% from  $350,283,453 to $281,329,159.  This decrease was attributable to net
loss from  operations of  $73,631,905,  coupled with  redemptions of 28,881.9927
Units totaling  $38,872,082  and  distribution  of interest of $1,629,621 to the
Partnerships,  which was partially offset by the additions of 32,329.8028  Units
totaling  $45,179,314.  Future  redemptions  can  impact  the  amount  of  funds
available for investments in commodity contract positions in subsequent periods.


                                       17
<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 reporter  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  second  quarter of 2003, the net asset value per
unit increased 17.7% from $717.72 to $844.99. The Partnership  experienced a net
trading gain in the second quarter of 2003 of $17,337,509.  Gains were primarily
attributable  to the Master's  trading of  commodity  futures in IPE Brent Crude
Oil, NYMEX  Unleaded  Gas  and  NYMEX  Heating  Oil and were partially offset by

                                       18
<PAGE>

gains in energy swaps,  NYMEX Crude Oil and NYMEX  Natural Gas. The  Partnership
commenced  trading  operations  on July 1,  2002  and as a  result,  comparative
information is not available.

     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 Master)  depends on the  existence of major price trends and the ability of
the  Advisor  to  correctly  identify  those  price  trends.  Price  trends  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  extent  that  market  trends  exist and the  Advisor  is able to
identify them, the Partnership  (and Master) expect 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.

     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.

     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.

                                       19
<PAGE>



Item 3.  Quantitative and Qualitative Disclosures of 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.

                                       20
<PAGE>


     The following table indicates the trading Value at Risk associated with the
Master's open  positions by market  category as of June 30, 2003 and the highest
and lowest  value at any point  during  the three and six months  ended June 30,
2003. All open position  trading risk exposures of the Master have been included
in calculating  the figures set forth below.  As of June 30, 2003 , the Master's
total capitalization was $281,329,159.  There has been no material change in the
trading Value at Risk information  previously disclosed in the Form 10-K for the
year ended December 31, 2002.


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

Energy              $26,506,562      9.42%       $36,271,946   $22,945,524   $131,820,411  $22,945,524
Energy Swaps          4,600,000      1.64%         6,200,000     2,700,000     33,232,031      900,000
                   ------------     ------
Total               $31,106,562     11.06%
                   ============     ======

</TABLE>

                                       21
<PAGE>


32

Item 4. Controls and Procedures

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

     There were no significant changes in the Partnership's internal controls or
in other factors that could significantly affect such controls subsequent to the
date of their evaluation.

                                       22
<PAGE>


                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings -

     The following  information  supplements and amends our discussion set forth
under Part I, Item 3 "Legal  Proceedings" in the Partnership's  Annual Report on
Form 10-K for the fiscal year ended December 31, 2002. The following information
supplements and amends our discussion set forth under Item 8 "Legal Proceedings"
in the Partnership's Form 10/A filed August 12, 2003.

Enron

On July 28, 2003,  Citigroup entered into a final settlement  agreement with the
Securities  and  Exchange  Commission  ("SEC") to resolve the SEC's  outstanding
investigations  into Citigroup  transactions with Enron and Dynegy.  Pursuant to
the settlement,  Citigroup has, among other terms, (1) consented to the entry of
an administrative  cease and desist order,  which bars Citigroup from committing
or causing  violations  of provisions of the federal  securities  laws,  and (2)
agreed to pay $120  million  ($101.25  million  allocable  to Enron  and  $18.75
million  allocable to Dynegy).  Citigroup  entered into this settlement  without
admitting or denying any wrongdoing or liability,  and the  settlement  does not
establish wrongdoing or liability for purposes of any other proceeding.  On July
28,  2003,  Citibank,  N.A.  entered  into an  agreement  with the Office of the
Comptroller of the Currency ("OCC") and Citigroup entered into an agreement with
the Federal  Reserve Bank of New York ("FED") to resolve  their  inquiries  into
certain of  Citigroup's  transactions  with Enron.  Pursuant to the  agreements,
Citibank  and  Citigroup  have  agreed  to  submit  plans  to the OCC  and  FED,
respectively, regarding the handling of complex structured finance transactions.
Also on July 28, 2003,  Citigroup  entered into a settlement  agreement with the
Manhattan  District  Attorney's Office to resolve its investigation into certain
of Citigroup's  transactions with Enron;  pursuant to the settlement,  Citigroup
has agreed to pay $25.5 million and to abide by its agreements with the SEC, OCC
and FED.

Additional Actions Several additional actions,  previously identified, have been
consolidated  with the Newby  action  and are  stayed,  except  with  respect to
certain  discovery,  until  after the Court's  decision on class  certification.
Also, in July 2003, an action was brought by purchasers in the secondary  market
of Enron bank debt against  Citigroup,  Citibank,  Citigroup Global Markets Inc.
("CGM"),  and others,  alleging claims for common law fraud,  conspiracy,  gross
negligence, negligence and breach of fiduciary duty.

Research

On June 23, 2003, the West Virginia Attorney General filed an action against CGM
and nine other firms that were parties to the April 28, 2003 settlement with the
SEC, the National Association of Securities Dealers ("NASD"), the New York Stock
Exchange ("NYSE") and the New York Attorney General (the "Research Settlement").
The West  Virginia  Attorney  General  alleges that the firms  violated the West
Virginia  Consumer  Credit and Protection Act in connection  with their research
activities and seeks monetary penalties.

In May  2003,  the SEC,  NYSE and NASD  issued a  subpoena  and  letters  to CGM
requesting   documents  and  information   with  respect  to  their   continuing
investigation  of individuals in connection with the supervision of the research
and  investment  banking  departments  of CGM.  Other  parties  to the  Research
Settlement have received similar subpoena and letters.


                                       23
<PAGE>

In April 2003, to effectuate the Research Settlement,  the SEC filed a Complaint
and Final Judgment in the United States District Court for the Southern District
of New York. The Final  Judgment has not yet been entered by the court,  and the
court has asked for certain additional information. Also in April 2003, the NASD
accepted the Letter of Acceptance,  Waiver and Consent  entered into with CGM in
connection with the Research  Settlement;  and in May 2003, the NYSE advised CGM
that the Hearing Panel's Decision, in which it accepted the Research Settlement,
had become final. CGM is currently in discussion with various of the states with
respect  to  completion  of the state  components  of the  Research  Settlement.
Payment will be made in  conformance  with the payment  provisions  of the Final
Judgment.

WorldCom, Inc.

On May 19, 2003, a motion to dismiss an amended complaint in the WorldCom, Inc.
Securities Litigation was denied.

Dynegy Inc.

On June 6, 2003, the complaint in a  pre-existing  putative class action pending
in the United States District Court for the Southern District of Texas,  brought
by purchasers of publicly traded debt and equity  securities of Dynegy Inc., was
amended  to add  Citigroup,  Citibank  and  CGM,  as well  as  other  banks,  as
defendants.  The plaintiffs  allege  violations of the federal  securities  laws
against the Citigroup defendants.

Adelphia Communications Corporation
-----------------------------------

On July 6, 2003, an adversary  proceeding was filed by the Official Committee of
Unsecured Creditors on behalf of Adelphia against certain lenders and investment
banks,  including  CGM,  Citibank,  N.A.,  Citicorp  USA,  Inc.,  and  Citigroup
Financial  Products,  Inc.  (together,  the  Citigroup  Parties).  The Complaint
alleges that the Citigroup Parties and numerous other defendants  committed acts
in violation of the Bank Company  Holding Act and the common law. The  complaint
seeks equitable  relief and an unspecified  amount of compensatory  and punitive
damages.

In addition,  Salomon Smith Barney Inc. (predecessor of Citigroup Global Markets
Inc.) is among the underwriters  named in numerous civil actions brought to date
by investors in Adelphia debt securities in connection with Adelphia  securities
offerings  between September 1997 and October 2001. Three of the complaints also
assert claims against Citigroup and Citibank,  N.A. All of the complaints allege
violations of federal securities laws, and certain of the complaints also allege
violations  of state  securities  laws and the common law. The  complaints  seek
unspecified damages.

Other

MKP Master Fund, LDC et al. v. Salomon Smith Barney Inc.
--------------------------------------------------------
In July 2003, CGM's motion for summary judgment was granted.


Item 2. Changes in Securities and Use of Proceeds -

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

          Proceeds from the sale of additional  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


                                       24
<PAGE>


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
     Report on Form 10-K for the period ended December 31, 2002.

     (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)

          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


                                       25
<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:        8/14/03
          -------------

     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:        8/14/03
          ------------



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

Date:        8/14/03
          -----------
                                       26
<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(s) 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):


                                       27
<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: August 14, 2003


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


                                       28
<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(s) 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):

                                       29
<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: August 14, 2003


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

                                       30
<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 June 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.



David J. Vogel
Citigroup Managed Futures LLC
President and Director

August 14, 2003


                                       31
<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 June 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

August 14, 2003


                                       32