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, 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
            June 30, 2004 and December 31,
            2003 (unaudited).                                          3

            Statements of Income and Expenses
            and Partners' Capital for the three and six
            months ended June 30, 2004 and
            2003  (unaudited).                                         4

            Statements of Cash Flows for the three and six
            months ended June 30, 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>
                                                                              June 30,   December 31,
                                                                               2004           2003
                                                                            ----------    -----------

Assets:

Investment in the Master, at fair value                                     $95,107,429   $98,995,554
Cash                                                                             49,844        42,632
                                                                            -----------   -----------
                                                                            $95,157,273   $99,038,186
                                                                             ==========   ===========

Liabilities and Partners' Capital:

Liabilities:
 Accrued expenses:
  Management fees                                                           $   155,968   $   168,162
  Administrative fees                                                            38,992        42,041
  Other                                                                          17,066        39,589
 Redemptions payable                                                          1,096,066     2,185,482
                                                                             ----------    -----------
                                                                              1,308,092     2,435,274
                                                                             ----------    -----------
Partners' Capital:
General Partner, 2,501.2826 and 2,476.2826  Unit equivalents
  outstanding in 2004 and 2003, respectively                                  2,209,033     1,954,753
Limited Partners, 103,764.3489 and 119,900.7712 Redeemable Units of
  Limited Partnership Interest outstanding in 2004 and 2003, respectively    91,640,148    94,648,159
                                                                            -----------    -----------

                                                                             93,849,181    96,602,912
                                                                             ----------   -----------

                                                                            $95,157,273   $99,038,186
                                                                             ==========    ===========
</TABLE>

See Accompanying Notes to Unaudited Financial Statements.



                                       3


<PAGE>



                  Salomon Smith Barney AAA Energy Fund L.P. II
             Statements of Income and Expenses and Partners' Capital
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                 <C>                      <C>           <C>            <C>
                                                                       Three Months Ended                  Six Months Ended
                                                                            June 30,                           June 30,
                                                                   ----------------------------------------------------------------
                                                                     2004                2003           2004             2003
                                                                   ----------------------------------------------------------------
Income:
  Realized gains (losses) on closed positions from Master              $ 1,344,673     $ 20,482,216   $ 10,742,762    $(38,472,726)
  Change in unrealized gains (losses) on open
   positions from Master                                                 3,021,287       (1,838,130)     2,525,904      11,343,372
  Income allocated from Master                                             179,639          231,951        348,990         577,240
  Expenses allocated from Master                                          (820,821)      (1,312,684)    (1,699,651)     (4,176,750)
                                                                     -------------      -----------     -----------    ------------
                                                                         3,724,778       17,563,353     11,918,005     (30,728,864)
                                                                     -------------      -----------     ----------     -------------
Expenses:
  Management fee                                                           477,650          543,984        957,636       1,121,128
  Administrative fee                                                       119,412          135,995        239,409         280,280
  Other expenses                                                            35,011           11,808         62,803          23,912
                                                                     -------------       ----------     ----------     ------------
                                                                           632,073          691,787      1,259,848       1,425,320
                                                                     -------------       ----------     ----------     ------------
  Net income  (loss)                                                     3,092,705       16,871,566     10,658,157     (32,154,184)
  Additions - Limited Partners                                                   -           50,000             -       22,491,000
  Redemptions     -Limited Partners                                     (4,535,997)      (1,400,058)   (13,411,888)     (4,327,700)
                                                                     --------------     -----------     ----------     ------------
  Net increase (decrease) in Partners' capital                          (1,443,292)      15,521,508     (2,753,731)    (13,990,884)
Partners' capital, beginning of period                                  95,292,473       97,332,890     96,602,912     126,845,282
                                                                     -------------     ------------     ----------    -------------
Partners' capital, end of period                                      $ 93,849,181    $ 112,854,398   $ 93,849,181    $112,854,398
                                                                     =============     ============   ============    =============
Net asset value per Unit
  (106,265.6315 and 133,557.5013 Redeemable
  Units outstanding at June 30, 2004
  2003, respectively)                                                   $   883.16       $   844.99     $   883.16      $   844.99
                                                                      ============       ==========     ==========      ===========
Net income (loss) per Redeemable Unit of Limited Partnership
  Interest and General Partner Unit equivalent                          $   27.97       $   127.27      $   93.77     $   (233.67)
                                                                     ============      ===========     ==========      ===========

Redemption Net asset value per Redeemable Unit                         $   883.16       $   845.00      $  883.16      $   845.00
                                                                     ============      ===========     ==========      ===========
</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>            <C>           <C>
                                                                         Three months ended           Six months ended
                                                                             June 30,                     June 30,
                                                                   ----------------------------------------------------------
                                                                        2004           2003          2004          2003
                                                                   ----------------------------------------------------------
Cash flows from operating activities:

    Net income (loss)                                                   $3,092,705   $16,871,566   $10,658,157  $(32,154,184)
    Adjustments to reconcile net income (loss) to net cash
       provided by (used in) operating activities:
          Changes in operating assets and liabilities:
                  Investment in Master, at fair value                    3,032,893   (13,243,345)    3,888,125    17,086,026
             Accrued expenses:
                  Increase (decrease) in management fees                   (10,336)       16,274       (12,194)      (35,233)
                  Increase (decrease) in administrative fees                (2,584)        4,068        (3,049)       (8,809)
                  Decrease in due to CGM                                         -       (22,718)             -      (28,571)
                  Increase (decrease) in other                             (44,314)       11,467       (22,523)       23,129
             Decrease in redemptions payable                            (1,576,735)   (2,275,567)   (1,089,416)   (3,015,304)
                                                                        -----------    ----------   -----------  -----------
                           Net cash provided by (used in)
                            operating activities                         4,491,629     1,361,745    13,419,100   (18,132,946)
                                                                        ----------     ---------    ----------   ------------

Cash flows from financing activities:

    Proceeds from additions                                                      -        50,000             -    22,491,000
    Payments for redemptions                                            (4,535,997)   (1,400,058)  (13,411,888)   (4,327,700)
                                                                       ------------    ----------   ----------   ------------
                            Net cash provided by (used in)
                             financing activities                       (4,535,997)   (1,350,058)  (13,411,888)   18,163,300
                                                                       -----------     ---------   -----------    -----------
                            Net change in cash                             (44,368)       11,687         7,212        30,354
                            Cash, at beginning of period                    94,212        50,624        42,632        31,957
                                                                        ----------     ---------   -----------    ----------
                            Cash, at end of period                        $ 49,844     $  62,311     $  49,844     $  62,311
                                                                        ==========     =========   ===========    ==========
</TABLE>

See Accompanying Notes to Unaudited Financial Statements.

                                        5


<PAGE>


                  Salomon Smith Barney AAA Energy Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 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, as defined below. 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 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 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 June 30,  2004,  the  Partnership  owned  approximately  36.4% 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  Statements of Financial
Condition,  Statements  of Income and Expenses and Members'  Capital,  Condensed
Schedules of Investments and Statements of Cash Flows are included herein.

                                       6
<PAGE>


                  Salomon Smith Barney AAA Energy Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 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 June 30,  2004  and  December  31,  2003  and the  results  of its
operations  and cash flows for the three and six months  ended June 30, 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.



                                       7
<PAGE>
                  Salomon Smith Barney AAA Energy Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)

The  Master's  Statements  of Financial  Condition  and  Condensed  Schedules of
Investments  as of June 30, 2004 and December 31, 2003 and  Statements of Income
and Expenses and Members' Capital and Statements of Cash Flows for the three and
six months ended June 30, 2004 and 2003 are presented below:


                             SB AAA Master Fund LLC
                        Statements of Financial Condition
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                           <C>               <C>
                                                                          June 30,          December 31,
                                                                            2004                2003
                                                                        --------------       ------------
Assets:

  Equity in commodity futures trading account:
  Cash  (restricted $32,548,811 and  $48,471,997, respectively)           $246,443,750     $  231,361,103
  Net unrealized appreciation on open futures positions                     15,310,591          8,845,539
  Unrealized appreciation on open swaps positions                           56,926,392         50,093,912
  Commodity options owned, at fair value
   (cost $27,220,225 and $49,687,512, respectively)                         33,541,142         42,630,230
                                                                         -------------       ------------
                                                                           352,221,875        332,930,784
  Due from brokers                                                           4,841,914          2,148,690
  Interest receivable                                                          184,111            159,050
                                                                         -------------       -------------
                                                                          $357,247,900     $  335,238,524
                                                                         =============       =============

Liabilities and Members' Capital:
Liabilities:
  Unrealized depreciation on open swap positions                          $ 53,255,398        $18,654,566
  Commodity options written, at market value
   (premium received $42,707,960 and $47,549,852, respectively)             38,180,640         57,804,597
  Accrued expenses:
   Commissions                                                               1,674,819          1,670,425
   Professional fees                                                            42,540             59,625
  Due to brokers                                                             2,371,013          1,815,015
  Due to CGM                                                                    22,978             22,978
  Distribution payable                                                         182,583            153,681
                                                                          ------------        ------------
                                                                            95,729,971         80,180,887
                                                                          ------------        ------------
Members' Capital:
  Members' Capital, 191,545.8749 and 211,023.7320 Units
  outstanding in 2004 and 2003, respectively                               261,517,929        255,057,637
                                                                          ------------        -----------
                                                                          $357,247,900     $  335,238,524
                                                                          ============        ============
</TABLE>

                                       8
<PAGE>



                  Salomon Smith Barney AAA Energy Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)

                             SB AAA Master Fund LLC
                        Condensed Schedule of Investments
                                  June 30, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>            <C>              <C>                                                    <C>
           Number of
Sector     Contracts   Contract                                                     Fair Value
------     ----------- -----------------------------------                        ------------

Energy
                       Futures contracts purchased 4.29%                        $  11,210,090
                       Futures contracts sold 1.56%
                                                                                    4,100,501
                                                                                 -------------
                         Total futures contracts 5.85%                             15,310,591

                       Options owned 12.83%
                2,117  NYMEX Natural Gas Aug. 04 - May 05  5.58%                   14,584,160
                       Other  7.25%                                                18,956,982
                                                                                 -------------
                                                                                   33,541,142

                       Options written (14.60)%
                1,647  NYMEX Natural Gas Aug. 04 - Feb. 05 (7.15)%                (18,705,710)
                       Other  (7.45)%                                             (19,474,930)
                                                                                 -------------
                                                                                  (38,180,640)

                       Unrealized appreciation on Swaps contracts 21.77%           56,926,392

                       Unrealized depreciation on Swaps contracts (20.37)%        (53,255,398)
                                                                                 ------------
           Total Energy Fair Value 5.48%                                        $  14,342,087
                                                                                 ============



                        Investment at        % of Investment at
Country Composition      Fair Value               Fair Value
--------------------     ----------          -----------------
United Kingdom          $   422,630                   2.95%
United States            13,919,457                  97.05
                         ----------                 --------
                        $14,342,087                 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
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)


                             SB AAA Master Fund LLC
                        Condensed Schedule of Investments
                                December 31, 2003

<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>



                        SMITH BARNEY AAA ENERGY FUND L.P.
                  Salomon Smith Barney AAA Energy Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)

                             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,
                                                        ----------------------------------------------------------------
                                                             2004            2003                2004               2003
                                                        -----------------------------------------------------------------
Income:
Net gains (losses) on trading of commodity interests:
Realized gains (losses) on closed positions             $   3,978,261    $  51,205,109    $  28,569,544    $ (92,568,712)
Change in unrealized gains (losses) on open
 positions                                                  7,896,158       (4,955,814)       6,856,964       27,054,699
                                                         ------------       ----------       ----------     -------------
                                                           11,874,419       46,249,295       35,426,508      (65,514,013)

Interest income                                               506,446          721,637          965,959        1,686,957
                                                         ------------       ----------       ----------     -------------
                                                           12,380,865       46,970,932       36,392,467      (63,827,056)
                                                         ------------       ----------       ----------     -------------
Expenses:
Brokerage commissions including clearing fees
 of $321,424, $398,062, $591,163 and
 and $1,434,608, respectively                               2,183,710        3,289,199        4,511,007        9,786,358
Professional fees                                              15,689            9,297           27,429           18,491
                                                        ------------       ----------       ----------     -------------
                                                            2,199,399        3,298,496        4,538,436        9,804,849
                                                         ------------       ----------       ----------     -------------
Net income (loss)                                          10,181,466       43,672,436       31,854,031      (73,631,905)
 Additions                                                  4,371,518       12,193,128        5,911,026       45,179,314
 Redemptions                                              (13,073,006)     (17,378,056)     (30,355,980)     (38,872,082)
 Distribution of interest to feeder funds                    (498,827)        (706,482)        (948,785)      (1,629,621)
                                                         ------------       ----------       ----------     -------------
Net increase (decrease) in Members' Interest                  981,151       37,781,026        6,460,292      (68,954,294)
Members' capital, beginning of period                     260,536,778      243,548,133      255,057,637      350,283,453
                                                        ------------       ----------       ----------     -------------
Members' capital, end of period                         $ 261,517,929    $ 281,329,159    $ 261,517,929    $ 281,329,159
                                                         ============      ===========      ===========      ===========
Net asset value per Unit
 (191,545.8749 and 219,606.2204 Units outstanding
 in June 30, 2004 and 2003, respectively)               $    1,365.30    $    1,281.06    $    1,365.30    $    1,281.06
                                                         ============      ===========      ===========      ===========

Net income (loss) per Unit of Member Interest           $       52.27    $      197.61    $      161.43    $     (332.01)
                                                         ============      ===========      ===========      ===========

</TABLE>
                                       11
<PAGE>


                  Salomon Smith Barney AAA Energy Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)


                             SB AAA Master Fund LLC
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                           <C>            <C>              <C>            <C>
                                                                            Three months ended                Six months ended
                                                                                 June 30,                         June 30,
                                                                    ---------------------------------------------------------------
                                                                          2004              2003            2004            2003
                                                                    ----------------------------------------------------------------
Cash flows from operating activities:

  Net Income (loss)                                                    $10,181,466      $43,672,436     $31,854,031   $(73,631,905)
  Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities:
        Changes in operating assets and liabilities:
         Net unrealized appreciation (depreciation) on open
          futures positions                                             (7,201,122)      (4,996,585)     (6,465,052)    10,514,826
         Unrealized appreciation on open swaps contracts               (16,763,737)      (8,859,120)     (6,832,480)   (16,059,909)
         Commodity options owned, at fair value                          2,576,851       49,556,337       9,089,088     31,530,521
         Increase (decrease) in due from brokers                        (3,830,615)       9,058,112      (2,693,224)     7,726,979
         Increase (decrease) in interest receivable                        (13,763)          44,407         (25,061)        88,756


         Unrealized depreciation on open swap positions                 25,262,360       (2,762,412)     34,600,832    (20,565,910)

         Commodity options written, at fair value                       (7,144,971)     (12,072,266)    (19,623,957)   (25,614,907)
       Accrued expenses:
         Increase (decrease) in commissions                                (58,429)        (616,808)          4,394     (2,288,904)
         Increase (decrease) in professional fees                           (8,525)           9,296         (17,085)        18,489
         Increase (decrease) in due to brokers                           2,034,138       (5,291,253)        555,998      1,871,989
         Increase (decrease) in distribution  payable                       14,881          (44,429)         28,902        (86,928)
                                                                      -------------     -----------     -----------    ------------
              Net cash provided by (used in) operating activities        5,048,534       67,697,715      40,476,386    (86,496,903)
                                                                      -------------     -----------     -----------     ------------

Cash flows from financing activities:

  Proceeds from additions                                                4,371,518       12,193,128       5,911,026     45,179,314
  Payments for redemptions                                             (13,073,006)     (17,378,056)    (30,355,980)   (38,872,082)
  Distribution of interest to feeder funds                                (498,827)        (706,482)       (948,785)    (1,629,621)
                                                                      -------------     -----------    ------------    ------------
              Net cash provided by (used in) financing activities       (9,200,315)      (5,891,410)    (25,393,739)     4,677,611
                                                                     -------------     -----------    ------------     ------------
              Net change in cash                                        (4,151,781)      61,806,305      15,082,647    (81,819,292)
              Cash, at beginning of period                             250,595,531      186,592,480     231,361,103    330,218,077
                                                                      ------------     -----------     ------------   -------------
              Cash, at end of period                                  $246,443,750     $248,398,785    $246,443,750   $248,398,785
                                                                      ============      ===========     ===========   =============
</TABLE>

                                       12
<PAGE>



                  Salomon Smith Barney AAA Energy Fund L.P. II
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)

2.     Financial Highlights:

         Changes in Net Asset Value per Redeemable Unit for the three and six
months ended June 30, 2004 and 2003 were as follows:
<TABLE>
<CAPTION>
<S>                                                          <C>                  <C>            <C>                 <C>
                                                              Three Months Ended                     Six Months Ended
                                                     -------------------------------------  ------------------------------------
                                                       June 30, 2004      June 30, 2003      June 30, 2004      June 30, 2003
                                                     ------------------ ------------------  -----------------  -----------------

Net realized and unrealized gains (losses) *                 $   32.14          $  130.73          $  101.86        $  (227.32)
Interest income                                                   1.64               1.73               3.07               4.28
Expenses **                                                     (5.81)             (5.19)            (11.16)            (10.63)
                                                     ------------------ ------------------  -----------------  -----------------
Increase (decrease) for the period                               27.97             127.27              93.77           (233.67)
Net Asset Value per Redeemable Unit, beginning of
period                                                          855.19             717.72             789.39           1,078.66
                                                     ------------------ ------------------  -----------------  -----------------
Net Asset Value per Redeemable Unit, end of period           $  883.16          $  844.99          $  883.16          $  844.99
                                                     ================== ==================  =================  =================
Redemption / subscription value per unit versus net
asset
  value per Redeemable Unit                                     $    -           $   0.01             $    -           $   0.01
                                                     ------------------ ------------------  -----------------  -----------------
Redemption / subscription value per unit, end of
period***                                                    $  883.16          $  845.00          $  883.16          $  845.00
                                                     ================== ==================  =================  =================

* Includes brokerage commissions allocated from the Master.
** Excludes brokerage commissions allocated from the Master.
*** 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 income (loss) before incentive
 fee allocation*****                                              (5.4)%             (6.7)%            (5.5)%            (8.9)%
                                                     ================== ================== ================= =================


Operating expense                                                  6.2 %              7.6 %             6.3 %             9.9%
Incentive fee allocation                                             - %                - %               - %               -%
                                                     ------------------ ------------------ ----------------- -----------------
Total expenses and incentive fee allocation                        6.2 %              7.6 %             6.3 %             9.9%
                                                     ================== ================== ================= =================

Total return:
Total return before incentive fee allocation                       3.3 %             17.5 %            11.9 %          (21.7)%
Incentive fee allocation                                             - %                - %               - %               -%
                                                     ------------------ ------------------ ----------------- -----------------
Total return after incentive fee allocation                        3.3 %             17.5 %            11.9 %          (21.7)%
                                                     ================== ================== ================= =================
</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
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)



Financial Highlights of the Master:


<TABLE>
<CAPTION>
<S>                                                     <C>         <C>         <C>          <C>
                                                      Three Months Ended       Six Months Ended
                                                           June 30,                June 30,
                                                   ----------------------   -----------------------
                                                       2004        2003         2004        2003
                                                   ----------------------   -----------------------

Net realized and unrealized gains (losses) *        $  49.73     $ 194.36      $156.69     $(339.61)
Interest Income                                         2.61         3.29         4.89         7.68
Expenses **                                            (0.07)       (0.04)       (0.15)       (0.08)
                                                     ---------    ---------    ---------    ---------
Increase (decrease) for the period                     52.27       197.61       161.43      (332.01)
Distributions                                          (2.58)       (3.22)       (4.80)       (7.42)
Net Asset Value per Unit, beginning of period       1,315.61     1,086.67     1,208.67     1,620.49
                                                   ---------    ---------    ---------    ---------
Net Asset Value per Unit, end of period           $ 1,365.30   $ 1,281.06   $ 1,365.30 $  $1,281.06
                                                   =========    =========    =========    =========

*   Includes brokerage commissions
**  Excludes brokerage commissions

Ratios to average net assets:***
Net investment income (loss)****                        (2.6)%      (3.4)%       (2.7)%       (5.4)%
                                                        ====         ====        ====          ===


Operating expense                                        3.4%         4.4%        3.6%         6.5%
                                                        ====         ====        =====         ====


Total return                                             4.0%        18.2%       13.4%       (20.5)%
                                                        ====         ====        =====        =====

</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
                                  June 30, 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 Statements 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 six and twelve
months  ended  June  30,  2004  and  December  31,  2003,  based  on  a  monthly
calculation, were $14,504,958 and $39,703,607,  respectively. The fair values of
these commodity  interests,  including options and swaps thereon, if applicable,
at June 30,  2004 and  December  31,  2003  were  $14,342,087  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
                                  June 30, 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 June 30, 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 and cash. 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 second
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 Redeemable Units and  distributions of profits,
if any.

     For the six months ended June 30, 2004,  Partnership capital decreased 2.9%
from  $96,602,912  to  $93,849,181.   This  decrease  was  attributable  to  the
redemptions of 16,111.4223  Redeemable  Units  totaling  $13,411,888,  which was
partially  offset by the net  income  from  operations  of  $10,658,157.  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, 2004, the Master's capital increased 2.5%
from $255,057,637 to $261,517,929.  This increase was attributable to net income
from  operations of $31,854,031,  coupled with the addition of 4,524.1504  Units
totaling $5,911,026 which was partially offset by the redemptions of 24,002.0075
Units  totaling  $30,355,980  and  distributions  of interest of $948,785 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 their  respective  trade dates 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


                                       17
<PAGE>

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.

Results of Operations

     During the  Partnership's  second  quarter of 2004, the Net Asset Value per
Redeemable  Unit  increased  3.3% from  $855.19  to $883.16  as  compared  to an
increase of 17.7% in the second quarter of 2003. The  Partnership  experienced a
net trading  gain before  brokerage  commissions  and related fees in the second
quarter of 2004 of $4,365,960. Gains were primarily attributable to the Master's
trading of commodity futures in NYMEX Heating Oil and NYMEX Natural Gas and were
partially  offset by losses in energy swaps, IPE Gas Oil, NYMEX Unleaded Gas and
NYMEX  Crude  Oil.  The  Partnership  experienced  a  net  trading  gain  before
commissions and related fees in the second quarter of 2003 of $18,644,086. Gains
were  primarily  attributable  to the Master's  trading of commodity  futures in
NYMEX Crude Oil, NYMEX Natural Gas and energy swaps and were partially offset by
losses in NYMEX Unleaded Gas, IPE Brent Crude Oil and NYMEX Heating Oil.

     During  the six  months  ended  June 30,  2004,  the Net  Asset  Value  per
Redeemable  Unit  increased  11.9% from  $789.39 to  $883.16  as  compared  to a
decrease of 21.7% in the same period of 2003. The Partnership  experienced a net
trading  gain before  brokerage  commissions  and related fees in the six months
ended June 30, 2004 of  $13,268,666.  Gains were primarily  attributable  to the
Master's  trading of commodity  futures in NYMEX Crude Oil,  NYMEX  Heating Oil,
NYMEX Natural Gas and NYMEX Unleaded Gas and were partially  offset by losses in
IPE Brent Crude Oil.  The  Partnership  experienced  a net  trading  loss before
brokerage  commissions and related fees in the six months ended June 30, 2003 of
$27,129,354.  Losses were  primarily  attributable  to the  Master's  trading of
commodity futures in NYMEX Natural Gas, NYMEX Unleaded Gas and NYMEX Heating Oil
and were partially offset by gains in NYMEX Crude Oil and IPE Gas Oil.

     The second quarter of 2004 saw  significant  price action across nearly all
sectors of the energy  markets  traded by the  Advisor.  Profits  were earned in
crude oil, natural gas and gasoline in particular.

     The quarter started off mixed with sector-wide  price weakness but as April
progressed, a recovery in U.S. petroleum markets moved crude towards $40/barrel.
The initial reversal in prices was not initially favorable for the Partnership's
positions  but  natural gas trading  provided  sufficient  profits to finish the
month slightly positive overall for the Partnership.

     May saw continuing  momentum in crude oil,  distillates and favorable price
movement for natural gas spreads.  Crude oil  surpassed  $42/barrel  in May, the
highest price ever witnessed for the New York futures contract. Such high prices
while  producing  profit for the  Partnership  did not persist long and by early
June, prices had retreated by nearly $6/barrel. Performance during May was most

                                       18
<PAGE>

positively  affected  by  the  Partnership's  natural  gas  position  which  has
anticipated  price  stability in the near-term but declining  prices in the long
term.

     Performance was slightly weaker in June with the strong trading performance
in natural gas offset by short heating oil spread positions.  Profits in natural
gas resulted  from the  continued  flattening  and  weakening of the natural gas
price curve while fixed prices persistently located solid support near the $6/MM
BTU level. A stronger than expected showing in the summer's heating oil relative
value to other  products  undermined  the  Partnership's  position in  petroleum
resulting in an overall net loss in these positions.

     Fundamentals  both in the U.S.  and Europe,  however,  look  favorable  for
continued  price  strength in both crude and  natural gas over the  intermediate
term and should provide opportunities for the Advisor.

     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 its allocated share of 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 and six
months ended June 30, 2004 decreased by $52,312 and $228,250,  respectively,  as
compared to the  corresponding  periods in 2003. The decrease in interest income
is primarily due to a decrease in interest rates during the three and six months
ended June 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 and six months  ended June 30,
2004  decreased  by $66,334  and  $163,492,  respectively,  as  compared  to the
corresponding  periods in 2003.  The  decrease  in  management  fees is due to a
decrease in assets during the three and six months ended June 30, 2004.

     Administrative 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. Administrative fees for the three and six months ended June 30,
2004 decreased by $16,583 and $40,871, as compared to the corresponding  periods
in 2003.  The  decrease  in  administrative  fees is due to a decrease in assets
during the three and six months ended June 30, 2004.

     Special  limited  partner  profit  share  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 and six months ended
June 30, 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 June 30, 2004 and the highest,
lowest and average  value during the three months ended June 30, 2004.  All open
position  trading risk exposures of the Master have been included in calculating
the  figures  set  forth  below.  As  of  June  30,  2004,  the  Master's  total
capitalization  was  $261,517,929.  There  has been no  material  change  in the
trading  Value at Risk  information  previously  disclosed in the  Partnership's
Annual Report on Form 10-K for the year ended December 31, 2003.




                                  June 30, 2004

<TABLE>
<CAPTION>
<S>                                  <C>             <C>             <C>                  <C>              <C>
                                                                          Three Months Ended June 30, 2004
                                                               ----------------- -------------------- -----------------
Market Sector              Value at Risk        % of Total           High                Low           Average Value
                                              Capitalization    Value at Risk       Value at Risk         at Risk
------------------------ ------------------- ----------------- ----------------- -------------------- -----------------
Energy                          $22,034,533        8.43%         $22,385,986          $10,664,222       $18,027,882
Energy Swaps                      1,700,000        0.65%          $1,988,189           $1,698,904        $1,699,635
                                  ---------        -----
Total                           $23,734,533        9.08%
                                ===========        =====
</TABLE>





                                       21

<PAGE>



Item 4. Controls and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures as of June 30, 2004, the President and Chief Financial Officer of the
General Partner have concluded that such controls and procedures are effective.

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

                                       22
<PAGE>



                           PART II. OTHER INFORMATION


Item 1.   Legal Proceedings

         The following information supplements and updates 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 and under Part II, Item 1
"Legal Proceedings" in the Partnership's Quarterly Report on Form 10Q for the
quarter ended March 31, 2004.

WorldCom, Inc.

     On May 10,  2004,  Citigroup  announced  that it had  agreed  to pay  $2.65
billion to settle the Worldcom class action suits.

                                       23
<PAGE>

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.

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

April 1, 2004 - April 30, 2004  838.5141                $850.08                 N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------

May 1, 2004 - May 31, 2004      3,082.6843              $884.66                 N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------

June 1, 2004 - June 30, 2004    1,241.0727              $883.16                 N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------

Total                           5,162.2711              $872.63                 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

                                       24
<PAGE>

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).

               Exhibit - 32.1 - Section  1350  Certification  (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 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:     August 6, 2004
          ------------------



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

Date:     August 6, 2004
          ------------------
                                       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,  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,  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 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: August 6, 2004
                                         /s/  David J. Vogel
                                             ----------------
                                              David J. Vogel
                                              Citigroup Managed Futures LLC
                                              President and Director


                                       27
<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,  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,  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 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:  August 6, 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 June 30, 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  and results of operations of the
Partnership.


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

August  6, 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 June 30, 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  and results of  operation of the
Partnership.

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

August 6, 2004


                                       30