FOR0M 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 March 31, 2004
                      --------------

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 X    No
                                                             --     ----



<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
           March 31, 2004 and December 31,
           2003 (unaudited).                                       3

           Statements of Income and Expenses
           and Partners' Capital for the three
           months ended March 31, 2004 and
           2003  (unaudited).                                      4

           Statements of Cash Flows for the three
           months ended March 31, 2004
           and 2003 (unaudited)                                    5

           Notes to Financial Statements,
           including the Financial Statements of
           SB AAA Master Fund LLC (unaudited).                   6 - 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

                                       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>
                                                                             March 31,    December 31,
                                                                               2004           2003
                                                                           -----------   ------------

Assets:

Investment in the Master, at fair value                                     $98,140,322   $98,995,554
Cash                                                                             94,212        42,632
                                                                           -----------    -----------
                                                                            $98,234,534   $99,038,186
                                                                            ===========   ===========

Liabilities and Partners' Capital:

Liabilities:
 Accrued expenses:
  Management fees                                                             $ 166,304     $ 168,162
  Administrative fees                                                            41,576        42,041
  Other                                                                          61,380        39,589
 Redemptions payable                                                          2,672,801     2,185,482
                                                                             ----------     ----------
                                                                              2,942,061     2,435,274
                                                                             ----------     ----------
Partners' Capital:
General Partner, 2,476.2826  Unit equivalents
   outstanding in 2004 and 2003                                               2,139,072     1,954,753
Limited Partners, 108,951.6200 and 119,900.7712  Redeemable Units of
  Limited Partnership Interest outstanding in 2004 and 2003, respectively    93,153,401    94,648,159
                                                                             ---------     -----------
                                                                             95,292,473    96,602,912
                                                                             ----------    -----------
                                                                            $98,234,534   $99,038,186
                                                                             ==========   ===========
</TABLE>

See Accompanying Notes to Unaudited Financial Statements.



                                       3

<PAGE>



                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
             STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                                   <C>            <C>
                                                                       Three Months Ended
                                                                            March 31,
                                                                  --------------------------
                                                                      2004          2003
                                                                  --------------------------
Income:
Realized gains (losses) on closed positions
  from Master                                                     $9,398,089   $(58,954,942)
Change in unrealized gains (losses) on open positions
  from Master                                                       (495,383)    13,181,502
Interest income allocated from Master                                169,351        345,289
Expenses allocated from Master                                      (878,831)    (2,864,066)
                                                                   ---------  -------------
                                                                   8,193,226    (48,292,217)
                                                                   ---------   -------------
Expenses:
  Management fees                                                    479,986        577,144
  Administrative fees                                                119,997        144,285
  Other expenses                                                      27,791         12,104
                                                                   ---------   -------------
                                                                     627,774        733,533
                                                                   ---------  -------------
Net income (loss)                                                  7,565,452    (49,025,750)
Additions                                                                  -     22,441,000
Redemptions                                                       (8,875,891)    (2,927,642)
                                                                 -----------   -------------
  Net decrease in Partners' capital                               (1,310,439)   (29,512,392)
Partners' capital, beginning of period                            96,602,912    126,845,282
                                                                 -----------   -------------
Partners' capital, end of period                                 $95,292,473    $97,332,890
                                                                  ==========   =============
Net asset value per Redeemable Unit
 (111,427.9026 and 135,236.4651 Redeemable Units outstanding
  at March 31, 2004 and 2003, respectively)                        $  855.19     $   719.72
                                                                 ===========   =============
Net income (loss) per Redeemable Unit of Limited Partnership
  Interest and General Partner Unit equivalent                      $  65.80     $  (361.41)
                                                                  ----------   -------------
Redemption value per Redeemable Unit                                $ 855.19     $   719.36
                                                                  ==========   =============
</TABLE>

See Accompanying Notes to Unaudited Financial Statements


                                       4
<PAGE>






                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                                       <C>           <C>
                                                          Three Months Ended
                                                               March 31,
                                                     ---------------------------
                                                         2004           2003
                                                     ---------------------------

Cash flows from operating activities:
  Net income (loss)                                   $7,565,452    $(49,025,750)
  Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
    Changes in operating assets and liabilities:
     Investment in Master Fund, at fair value            855,232      30,329,371
     Accrued expenses:
      Decrease in management fees                         (1,858)        (51,507)
      Decrease in administrative fees                       (465)        (12,877)
      Due to GCM                                               -          (5,853)
      Increase in other                                   21,791          11,662
     Increase (decrease) in redemptions payable          487,319        (739,737)
                                                    ------------    ------------
        Net cash provided by (used in) operating
         activities                                    8,927,471     (19,494,691)
                                                    ------------    ------------
Cash flows from financing activities:
  Proceeds from additions                                      -      22,441,000
  Payments for redemptions                            (8,875,891)     (2,927,642)
                                                    ------------    ------------
        Net cash provided by (used in) financing
         activities                                   (8,875,891)     19,513,358
                                                    ------------    ------------
        Net change in cash                                51,580          18,667
        Cash, at beginning of period                      42,632          31,597
                                                    ------------    ------------
        Cash, at end of period                         $  94,212      $   50,624
                                                    ============    ============
</TABLE>
See Accompanying Notes to Unaudited Financial Statements
                                       5
<PAGE>


                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004
                                   (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.  During the initial  offering
period  (May 31,  2002  through  July 1,  2002),  the  Partnership  sold  93,975
redeemable  units of Limited  Partnership  Interest  ("Redeemable  Units").  The
Partnership commenced trading on July 1, 2002.

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's/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").

Effective July 1, 2002, the  Partnership  allocated all of its capital to the SB
AAA Master Fund LLC, a New York Limited Liability  Company (the "Master").  With
this cash, the Partnership purchased 64,945.0387 Units of the Master with a fair
value of $94,925,000.  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 the Advisor,  including the
Partnership (collectively, the "Feeder Funds"), are permitted to be non-managing
members of the Master. The General Partner and the Advisor, 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.

As of March 31, 2004, the Partnership owns approximately 37.7% 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,  Condensed  Schedule of
Investments and Statement of Cash Flows are included herein.

                                       6
<PAGE>


                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)



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 March  31,  2004 and  December  31,  2003 and the  results  of its
operations  and cash flows for the three  months  ended March 31, 2004 and 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, 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 period
presentation.

                                       7
<PAGE>


                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)

The Master's Statements of Financial Condition as of March 31, 2004 and December
31, 2003,  Condensed  Schedules of Investments as of March 31, 2004 and December
31, 2003,  Statements of Income and Expenses and Members' Capital and Statements
of Cash Flows for the three months  ended March 31, 2004 and 2003 are  presented
below:

                             SB AAA Master Fund LLC
                        Statements of Financial Condition
                                  (Unaudited)

<TABLE>
<CAPTION>
<S>                                                                     <C>           <C>
                                                                     March 31,    December 31,
                                                                      2004           2003
                                                                 ------------    --------------
Assets:
  Equity in commodity futures trading account:
   Cash (restricted $31,423,756 and  $48,471,997, respectively)   $250,595,531   $231,361,103
   Net unrealized appreciation on open futures positions             8,109,469      8,845,539
   Unrealized appreciation on open swaps positions                  40,162,655     50,093,912
   Commodity options owned, at fair value
    (cost $30,530,491 and $49,687,512, respectively)                36,117,993     42,630,230
                                                                  ------------   ------------
                                                                   334,985,648    332,930,784
   Due from brokers                                                  1,011,299      2,148,690
   Interest receivable                                                 170,348        159,050
                                                                  ------------   ------------

                                                                  $336,167,295   $335,238,524
                                                                  ============   ============
Liabilities and Members' Capital:
 Liabilities:
  Unrealized depreciation on open swap positions                  $ 27,993,038   $ 18,654,566
  Commodity options written, at market value
   (premium received $41,392,687 and $47,549,852, respectively)     45,325,611     57,804,597
  Accrued expenses:
    Commissions                                                      1,733,248      1,670,425
    Professional fees                                                   51,065         59,625
  Due to brokers                                                       336,875      1,815,015
  Due to CGM                                                            22,978         22,978
  Distribution payable                                                 167,702        153,681
                                                                  ------------   ------------
                                                                    75,630,517     80,180,887
                                                                  ------------   ------------
Members' Capital:
  Members' Capital, 198,036.9344 and 211,023.7320 Units
   outstanding in 2004 and 2003, respectively                      260,536,778    255,057,637
                                                                  ------------   ------------
                                                                  $336,167,295   $335,238,524
                                                                  ============   ============
</TABLE>


                                       8


<PAGE>


                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)


                             SB AAA Master Fund LLC
                        Condensed Schedule of Investments
                                 March 31, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>            <C>           <C>                                                     <C>
           Number of
Sector      Contracts   Contract                                                  Fair Value
-------   ----------    -----------------------------------                       ----------
Energy                  Futures contracts purchased 12.09%
             4,601      NYMEX Natural Gas Jun. 04 - Mar. 06 11.42%               $29,747,052
                        Other  0.67%                                               1,738,999

                        Futures contracts sold (8.97)%                           (23,376,582)
                                                                                 -----------
                          Total futures contracts 3.12%                            8,109,469

                        Options owned 13.86%
             6,318      NYMEX Natural Gas May 04 - Apr.05  9.37%                  24,408,789
                        Other  4.49%                                              11,709,204
                                                                                  ----------
                                                                                  36,117,993
                        Options written (17.40)%
             4,529      NYMEX Natural Gas May 04 - Dec. 04 (11.39)%              (29,673,208)
                        Other  (6.01)%                                           (15,652,403)
                                                                                 -----------
                                                                                 (45,325,611)
                        Unrealized appreciation on Swaps contracts 15.41%
                        NYMEX Gasoline Dec. 05 5.41%                              14,104,977
                        Other 10.00%                                              26,057,678
                                                                                  ----------
                                                                                  40,162,655
                        Unrealized depreciation on Swaps contracts  (10.74)%
                        NYMEX Gasoline Dec. 05 (7.47)%                           (19,457,370)
                        Other (3.27)%                                             (8,535,668)
                                                                                 -----------
                                                                                 (27,993,038)
                                                                                 -----------
Total Energy Fair Value 4.25%                                                    $11,071,468
                                                                                 ===========

                                               Investments at                  % of Investments at
Country Composition                             Fair Value                         Fair Value
--------------------                           -------------                     ------------
United Kingdom                                   $  (618,055)                        (5.58)%
United States                                     11,689,523                        105.58
                                                 -----------                        -------
                                                $ 11,071,468                        100.00%
                                                ============                        ======
</TABLE>

Percentages are based on Members' Capital unless otherwise indicated
                                       9




<PAGE>



                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)


                             SB AAA Master Fund LLC
                        Condensed Schedule of Investments
                                December 31, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                    <C>         <C>                                                   <C>
                    Number of
Sector              Contracts    Contract                                            Fair Value
------              ---------    --------                                            -----------
Energy                           Futures contracts purchased 5.35%                   $13,637,465
                                 Futures contracts sold (1.88)%                       (4,791,926)
                                                                                     -----------
                                   Total futures contracts 3.47%                       8,845,539

                                 Options owned 16.71%
                    6,488        NYMEX Natural Gas Put Feb. 04 - Oct. 04  8.98%       22,900,060
                                 Other 7.73%                                          19,730,170
                                                                                     -----------
                                                                                      42,630,230
                                 Options written (22.66)%
                    7,335        NYMEX Natural Gas Call Feb. 04 - Dec. 04 (16.04)%   (40,916,710)
                                 Other (6.62)%                                       (16,887,887)
                                                                                     -----------
                                                                                     (57,804,597)
                                 Unrealized appreciation on Swaps contracts 19.64%
                    1,000        HH Natural Gas Feb. 04  8.22%                        20,967,521
                                 Other 11.42%                                         29,126,391
                                                                                     -----------
                                                                                      50,093,912

                                 Unrealized depreciation on Swaps contracts (7.31)%  (18,654,566)
                                                                                     -----------
Total Energy Fair Value 9.85%                                                        $25,110,518
                                                                                     ===========

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

        United Kingdom                                    $(113,943)            (0.45)%
        United States                                    25,224,461            100.45
                                                        -----------            ------
                                                        $25,110,518            100.00%
                                                         ==========            ======
</TABLE>
Percentages are based on Members' Capital unless otherwise indicated.

                                       10

<PAGE>




                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)

                             SB AAA Master Fund LLC
             Statements of Income and Expenses and Member's Capital
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                                         <C>             <C>
                                                           Three Months Ended
                                                                March 31,
                                                     ------------------------------
                                                             2004          2003
                                                      ----------------------------

Income:
 Net gains (losses) on trading of commodity
   interests:
 Realized gains (losses) on closed positions         $  24,591,283    $(143,773,821)
 Change in unrealized gains (losses) on open
   positions                                            (1,039,194)      32,010,513
                                                     -------------    -------------
                                                        23,552,089     (111,763,308)
 Interest income                                           459,513          822,408
                                                     -------------    -------------
                                                        24,011,602     (110,940,900)
                                                     -------------    -------------
Expenses:
 Brokerage commissions including clearing fees
   of  $269,728 and $1,036,546, respectively             2,327,297        6,497,159
 Other expenses                                             11,740            9,194
                                                     -------------    -------------
                                                         2,339,037        6,506,353
                                                     -------------    -------------
 Net income (loss)                                      21,672,565     (117,447,253)

 Additions                                               1,539,508       32,986,186
 Redemptions                                           (17,282,974)     (21,494,026)
 Distribution of interest to feeder funds                 (449,958)        (780,227)
                                                     -------------    -------------
Net increase (decrease) in Members Interest              5,479,141     (106,735,320)

Members' capital, beginning of period                  255,057,637      350,283,453
                                                      ------------    -------------
Members' capital, end of period                      $ 260,536,778    $ 243,548,133
                                                     =============    =============
Net asset value per Unit
  (198,036.9344 and 224,062.2088 Units outstanding
  in March 31, 2004 and 2003, respectively)          $    1,315.61    $    1,086.49
                                                     =============    =============

Net income (loss) per Unit of Member Interest        $      109.18    $     (530.48)
                                                     =============    =============

</TABLE>

                                       11


<PAGE>


                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)

                             SB AAA Master Fund LLC
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                  <C>                 <C>
                                                                       Three Months Ended
                                                                          March 31,
                                                              -------------------------------------
                                                                   2004                2003
                                                              ---------------     ----------------


Cash flows from operating activities:
     Net income (loss)                                           $21,672,565        $(117,447,253)
     Adjustments to reconcile net income (loss) to net cash
       provided by (used in) operating activities:
        Changes in operating assets and liabilities:
          Net unrealized appreciation on open futures positions      736,070           15,511,411
          Unrealized appreciation on open swaps positions          9,931,257           (7,200,789)
          Commodity options owned, at fair value                   6,512,237          (18,025,816)
          Due from brokers                                         1,137,391           (1,331,133)
          (Increase) decrease in interest receivable                 (11,298)              44,349

          Unrealized depreciation on open swaps positions          9,338,472          (17,803,498)
          Commodity options written, at fair value               (12,478,986)         (13,542,641)
          Accrued Expenses:
           Increase (decrease) in commissions                         62,823           (1,672,096)
           Increase (decrease) in professional fees                   (8,560)               9,193
           Due to brokers                                         (1,478,140)           7,163,242
          Increase (decrease)in distribution of
             interest to feeder funds                                 14,021              (42,499)
                                                              ---------------     ----------------
              Net cash provided by (used in) operating
               activities                                         35,427,852         (154,337,530)
                                                              ---------------     ----------------
Cash flows from financing activities:
     Proceeds from additions                                       1,539,508           32,986,186
     Payments for redemptions                                    (17,282,974)         (21,494,026)
     Distribution of interest to feeder funds                       (449,958)            (780,227)
                                                              ---------------     ----------------
              Net cash provided by (used in) financing
               activities                                        (16,193,424)          10,711,933
                                                              ---------------     ----------------
              Net change in cash                                  19,234,428         (143,625,597)
              Cash, at beginning of period                       231,361,103          330,218,077
                                                              ---------------     ----------------
              Cash, at end of period                            $250,595,531        $ 186,592,480
                                                              ===============     ================
</TABLE>


                                       12


<PAGE>



                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004
                                   (Unaudited)

2.     Financial Highlights:

     Changes in Net Asset Value per Redeemable Unit of Partnership  Interest for
the three months ended March 31, 2004 and 2003 were as follows:
<TABLE>
<CAPTION>
<S>                                                               <C>        <C>
                                                               Three Months Ended
                                                                     March 31,
                                                             ---------------------
                                                                2004      2003
                                                             ---------------------


Net realized and  unrealized gains (losses)*                   $69.72     $(358.52)
Interest income                                                  1.43         2.55
Expenses**                                                      (5.35)       (5.44)
                                                               -------    ---------
Increase (decrease) for the period                              65.80      (361.41)

Net Asset Value per Redeemable Unit, beginning of period       789.39     1,078.66
Redemption/ subscription value per Unit versus net
asset value per Redeemable Unit                                     -         2.47
                                                              -------    ---------
Net Asset Value per Redeemable Unit,
  end of period                                               $855.19      $719.72
                                                              -------    ---------
Redemption/ subscription value per Redeemable Unit,
 end of period***                                             $855.19      $719.96
                                                              =======     ========

*  Includes commissions expense allocated from Master.
** Excludes commissions expense allocation from Master and includes incentive
   fee allocation 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 Redeemable Unit.

Ratios to average net assets:****
  Net investment loss before incentive fee allocation*****     (5.7)%  (11.1)%
                                                               ====     ====

  Operating expenses                                            6.4%    12.2%
   Incentive fee allocation                                       -        -
                                                               ----     ----
   Total expenses and incentive fee allocation                  6.4%    12.2%
                                                               ====     ====

Total return:
   Total return before incentive fee allocation                 8.3%   (33.3)%
   Incentive fee allocation                                       -        -
                                                               ----     ----
   Total return after incentive fee allocation                  8.3%   (33.3)%
                                                                ====    ====
</TABLE>

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

The  above  ratios  may vary for  individual  investors  based on the  timing of
capital transactions during the year. Additionally,  these ratios are calculated
for the  Limited  Partner  class using the  Limited  Partners'  share of income,
expenses and average net assets.

                                       13
<PAGE>

                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)



Financial Highlights of the Master:
<TABLE>
<CAPTION>
<S>                                                   <C>          <C>
                                                      Three Months Ended
                                                           March 31,
                                                   -------------------------
                                                      2004          2003
                                                   ------------------------
Net realized  and unrealized gains (losses)*         $106.95     $(534.16)
Interest income                                         2.27         3.72
Expenses**                                             (0.04)       (0.04)
                                                    ---------    ---------
Increase (decrease) for the period                    109.18      (530.48)
Distributions                                          (2.23)       (3.52)
Net Asset Value per Unit, beginning of period       1,208.66     1,620.49
                                                   ---------    ---------
Net Asset Value per Unit, end of period            $1,315.61    $1,086.49
                                                    =========    ========

* Includes brokerage commissions
** Excludes brokerage commissions


Ratios to average net assets:***
Net investment loss ****                             (3.0)%       (7.6)%
                                                      ===         ====

Operating expenses                                    3.7%         8.7%
                                                      ===         ====

Total return:                                         9.0%       (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 year.

                                       14
<PAGE>


                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)

3.   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  Agreements  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 values of these interests during the three and twelve
months  ended  March  31,  2004  and  December  31,  2003,  based  on a  monthly
calculation, were $3,338,717 and $39,703,607,  respectively.  The fair values of
these commodity  interests,  including options and swaps thereon, if applicable,
at March 31,  2004 and  December  31,  2003 were  $11,071,468  and  $25,110,518,
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.

4.   Financial Instrument Risks:

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. The Master's swaps contracts are OTC contracts.

                                       15
<PAGE>


                  SALOMON SMITH BARNEY AAA ENERGY FUND L.P. II
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004
                                   (Unaudited)
                                   (Continued)

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
typically  limited to the amounts  recognized  in the  statements  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 March 31,  2004.
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  while
substantial  losses  could  lead to a  decrease  in  liquidity,  no such  losses
occurred during the first quarter of 2004.

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 three months ended March 31, 2004,  Partnership  capital  decreased 1.4%
from  $96,602,912  to  $95,292,473.   This  decrease  was  attributable  to  the
redemptions  of 10,949.1512  Redeemable  Units  totaling  $8,875,891,  which was
partially  offset  by the net  income  from  operations  of  $7,565,452.  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 three months ended March 31, 2004, the Master's  capital  increased 2.1%
from $255,057,637 to $260,536,778.  This increase was attributable to net income
from  operations  of  $21,672,565  coupled with  additions of  1,257.1846  Units
totaling   $1,539,508,   which  was  partially  offset  by  the  redemptions  of
14,243.9822 Units totaling $17,282,974 and distributions of interest of $449,958
to the  non-managing  members of the Master.  Future  redemptions can impact the
amount of funds  available for  investments in commodity  contract  positions in
subsequent periods.

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

                                       17
<PAGE>

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  statements  of income and expenses and  partners'
capital.

Results of Operations

During  the  Partnership's  first  quarter  of 2004,  the net  asset  value  per
Redeemable   Unit  increased  8.3%  from  $789.39  to  $855.19  The  Partnership
experienced a net trading gain before  brokerage  commission and related fees in
the first quarter of 2004 of $8,902,706.  Gains were primarily  attributable  to
the Master's  trading of  commodity  futures in energy  swaps,  NYMEX Crude Oil,
NYMEX Natural Gas and NYMEX Unleaded Gas and were partially  offset by losses in
IPE Brent Crude and NYMEX Heating Oil. The Partnership experienced a net trading
loss before brokerage  commissions and related fees in the first quarter of 2003
of $45,773,440.  Losses were primarily  attributable to the Master's  trading of
commodity  futures in NYMEX Natural Gas, IPE Brent Crude Oil, NYMEX Unleaded Gas
and NYMEX Heating Oil and were partially offset by losses in energy swaps, NYMEX
Crude Oil and IPE Gas Oil.

After a slow start to the year the first quarter of 2004 ended with solid gains.

The year began with a fairly  static  January  performance.  Losses early in the
month forced some scale back of position size in both petroleum and natural gas.
But, soft cash markets  finally  prevailed over weather,  and natural gas prices
dropped nearly $2.00/MM BTU. This was in line with  expectations and allowed for
gains in natural gas which brought  performance for the month back to near break
even.

The month of February saw a strong  performance  across the energy  markets with
solid gains  accrued in both  natural gas and  petroleum  positions.  The lion's
share of the February gain was tied to trading in easing US natural gas markets.
Bear  spreads on the front end of the  natural gas price  curve  yielded  strong
results  as prices  declined  toward  $5.00 per  MMBTU.  Natural  gas gains also
benefited  from the long dated  portion of the price  curve  (beyond  mid 2004),
where the advisor had much of its long term length, actually edged higher during
February even as cash and spot futures prices retreated.

March's positive  performance came from a number of sectors including long dated
crude futures positions (long Dec 2005), length in gasoline spreads and gasoline
options.  One of the largest  contributors to the positive bottom line came from
the natural gas sector. Specifically, a bearish short option/volatility position
on the front end of the market  combined  with a long  futures  position  in the
summer months  yielded solid results as the curve  weakened amid general  market
inactivity and contracting option premiums.

                                       18
<PAGE>

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 extent 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's  assets in cash
and/or place all of the  Master's  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 March 31, 2004  decreased by
$175,938,  as  compared to the  corresponding  period in 2003.  The  decrease in
interest  income is  primarily  due to a decrease in interest  rates  during the
three months ended March 30, 2004.

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 March 31, 2004 decreased
by $97,158,  as compared to the  corresponding  period in 2003.  The decrease in
management  fees is due to a decrease in assets  during the three  months  ended
March 31, 2004.

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 March 31, 2004 and 2003.

                                       19
<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.

                                       20
<PAGE>







The following  table  indicates the trading  Value at Risk  associated  with the
Master's open positions by market  category as of March 31, 2004 and the highest
and lowest value at any point during the three months ended March 31, 2004.  All
open  position  trading  risk  exposures  of the Master  have been  included  in
calculating  the figures set forth  below.  As of March 31,  2004,  the Master's
total capitalization was $260,536,778.  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, 2003.



                        March 31, 2004

<TABLE>
<CAPTION>
<S>                  <C>              <C>            <C>                  <C>             <C>
                                                                   Year to Date
                                                 --------------------------------------------------
                                  % of Total           High              Low         Average Value at
Market Sector   Value at Risk   Capitalization    Value at Risk     Value at Risk          Risk
--------------  ------------- ------------------- ----------------- ----------------- -------------
Energy            $18,998,850       7.29%         $29,837,388       $10,894,859        $16,381,705
Energy Swaps        1,988,189       0.76%          $6,027,189        $1,988,189         $3,188,189
                    ---------       -----
Total             $20,987,039       8.05%
                  ===========      =====
</TABLE>



                                       21

<PAGE>



Item 4. Controls and Procedures

Based  on  their  evaluation  of  the  Partnership's   disclosure  controls  and
procedures as of March 31, 2004, the Chief Financial Officer and Chief Financial
Officer 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  during the first
quarter of 2004.


                                       22
<PAGE>




                           PART II. OTHER INFORMATION


Item 1.   Legal Proceedings

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

Regulatory Matters.

     Both the Department of Labor and the IRS have advised CGM that they were or
are reviewing  transactions in which Ameritech  Pension Trust purchased from CGM
and  certain  affiliates  approximately  $20.9  million in  participations  in a
portfolio of motels owned by Motels of America,  Inc. and Best Inns,  Inc.  With
respect to the IRS review, CGM and certain affiliated entities have consented to
extensions of time for the  assessment of excise taxes that may be claimed to be
due with respect to the transactions for the years 1987, 1988 and 1989.

ENRON CORP.

     In July 2002, Citigroup,  CGM and certain officers were named as defendants
in an alleged  class action filed in the United  States  District  Court for the
Southern  District of New York,  brought on behalf of  purchasers  of  Citigroup
common  stock  between  July 24, 1999 and July 23,  2002.  The  complaint  seeks
unspecified compensatory and punitive damages for alleged violations of Sections
10(b) and 20(a) of the  Securities  Exchange  Act of 1934,  and for  common  law
fraud. Fourteen virtually identical complaints have been filed and consolidated.
The complaints  allege that Citigroup  misstated the extent of its Enron-related
exposure,  and that  Citigroup's  stock  price fell once the true  extent of the
company's Enron involvements became known. Plaintiffs filed an amended complaint
on March 10, 2003, which incorporated the allegations in the 15 separate actions
and added new  material  as well.  The  amended  complaint  focuses  on  certain
transaction  Citigroup did with Enron and alleged analyst conflicts of interest.
The class  period for the  consolidated  amended  complaint  is July 24, 1999 to
December  11,  2002.  On June 2, 2003,  Citigroup  filed a motion to dismiss the
consolidated  amended complaint.  Plaintiffs' response was filed on July 30, and
Citigroup's reply was filed on October 3, 2003. Oral argument before Judge Swain
was held on November 20, 2003.

Mutual Funds.

     In 2003,  several  issues in the mutual fund  industry  have come under the
scrutiny of federal and state regulators. The Company has received subpoenas and
other requests for  information  from various  government  regulators  regarding
market timing,  fees, sales practices and other mutual fund issues in connection
with various investigations,  including an investigation by the SEC and a United
States Attorney into the arrangements under which CGMH became the transfer agent
for  many  of the  mutual  funds  in the  Smith  Barney  fund  complex.  CGMH is
cooperating fully with all such reviews.

Item 2. Changes in  Securities,  Use of Proceeds and Issuer  Purchases of Equity
        Securities

          The  Partnership  no longer offers  Redeemable  Units at the net asset
          value per  Redeemable  Units at the end of each  month.  For the three
          months ended March 31, 2003 there were additional sales of 21,548.2982
          Redeemable Units totaling $22,441,000.

                                       23
<PAGE>

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

           The following chart sets forth the purchases of Redeemable Units by
           the Partnership.

<TABLE>
<CAPTION>
<S>                                 <C>                      <C>                         <C>                      <C>
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------

Period                          (a)  Total  Number  of  (b)   Average    Price  (c)  Total  Number of  (d)   Maximum   Number
                                Shares    (or   Units)  Paid  per   Share  (or  Shares   (or   Units)  (or        Approximate
                                Purchased*              Unit)**                 Purchased  as Part of  Dollar    Value)    of
                                                                                Publicly    Announced  Shares    (or   Units)
                                                                                Plans or Programs      that    May   Yet   Be
                                                                                                       Purchased   Under  the
                                                                                                       Plans or Programs
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
January 1, 2004 - January  31,     4,437.9763              $779.74                 N/A                    N/A
2004
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
February  1,  2004 -  February     3,385.7864              $810.04                 N/A                    N/A
29, 2004
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
March 1, 2004 - March 31, 2004     3,125.3885              $855.19                 N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
Total                             10,949.1512              $814.99                 N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
</TABLE>

* Generally,  Limited Partners are permitted to redeem their Redeemable Units as
of the end of each  month on 10  days'  notice  to the  General  Partner.  Under
certain circumstances, the General Partner can compel redemption but to date the
General Partner has not exercised this right.  Purchases of Redeemable  Units by
the Partnership reflected in the chart above were made in the ordinary course of
the Partnership's  business in connection with effecting redemptions for Limited
Partners.

** Redemptions of Redeemable Units are effected as of the last day of each month
at the Net Asset Value per Redeemable Unit as of that day.

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 Exhibits and Reports on Form 8-K

          (a)  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  Annual  Report on Form 10-K for the  period  ended
               December 31, 2003.

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

               Exhibit   -  31.2  -   Rule   13a-14(a)/15d-14(a)   Certification
               (Certification of Chief Financial Officer and Director).

                                       24
<PAGE>

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

               Exhibit - 32.2 - Section  1350  Certification  (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: May 10, 2004



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: May 10, 2004




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

Date: May 10, 2004

                                       26
<PAGE>


                                                                    Exhibit 31.1
                                 CERTIFICATION

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,  results of operations and cash flows 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  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  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):

     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: May 10, 2004


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

                                       27

<PAGE>


                                                                    Exhibit 31.2
                                 CERTIFICATION


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,  results of operations and cash flows 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  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  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):

     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: May 10, 2004

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

                                       28
<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 March 31, 2004 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,  results of operations and
          cash flows of the Partnership.


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

May 10, 2004


                                       29
<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 March 31, 2004 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,  results of operations and
          cash flows of the Partnership.


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


May 10, 2004


                                       30