FORM10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(X) QUARTERLYREPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIESEXCHANGE ACT OF 1934

OR ( ) TRANSITION REPORT UNDERSECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF1934

For The Quarter Ended September 30,2005

Commission File Number 0-50272

SALOMON SMITH BARNEY AAA ENERGY FUND L.P.II

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(Exact nameof registrant as specified in its charter)

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| NewYork |  | 03-0407557 |
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| (Stateor other jurisdiction of incorporation or organization |  | (I.R.S. Employer Identification No.) |
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c/oCitigroup Managed Futures LLC 731 Lexington Avenue. – 25thFl. New York, New York 10022

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(Address and ZipCode of principal executive offices)

(212) 559-2011

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(Registrant'stelephone number, including area code)

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

YesX        No    

Indicate bycheck mark whether the registrant is an accelerated filer (as definedin Rule 12b-2 of the Exchange Act).

YesX        No    

Indicate by checkmark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).

Yes            NoX

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SALOMON SMITHBARNEY AAA ENERGY FUND L.P. II

FORM10-Q

INDEX

|                                 |  |                                                                                                                                   |  |                                       |  |  |  |  |  |  |
|---------------------------------|--|-----------------------------------------------------------------------------------------------------------------------------------|--|---------------------------------------|--|--|--|--|--|--|
|                            |  |                                                                                                                              |  | PageNumber                            |
| PART I - FinancialInformation:  |  |                                                                                                                              |
|                            |  |                                                                                                                              |  |                                  |
|     Item1.  |  | FinancialStatements:                                                                                                              |  |                                  |
|                            |  | Statements of FinancialCondition at September 30, 2005 and December 31, 2004(unaudited)                                           |  | 3                                     |
|                            |  | Statements of Income and Expenses and Partners'Capital for the three and nine months ended September 30, 2005 and 2004(unaudited) |  | 4                                     |
|                            |  | Statements of CashFlows for the three and nine months ended September 30, 2005 and 2004(unaudited)                                |  | 5                                     |
|                            |  | Notes to FinancialStatements, including the Financial Statements of SB AAA Master FundLLC (unaudited)                             |  | 6 – 15                          |
|     Item2.  |  | Management's Discussion and Analysis of FinancialCondition and Results of Operations                                              |  |     16–  18 |
|     Item3.  |  | Quantitative and Qualitative Disclosures about MarketRisk                                                                         |  | 19                                    |
|     Item 4. |  | Controls andProcedures                                                                                                            |  | 20                                    |
| PARTII - OtherInformation       |  | 21                                                                                                                                |
|                                 |

2

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PART I

Item 1.Financial Statements

Salomon Smith Barney AAA Energy Fund L.P.II Statements of Financial Condition(Unaudited)

|                                                                                                                                         |  |                  |             |                 |  |        |             |        |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------|--|------------------|-------------|-----------------|--|--------|-------------|--------|--|--|
|                                                                                                                                    |  | September30,2005 |             | December31,2004 |
| **Assets:**                                                                                                                             |  |             |        |            |  |   |        |   |
| Investmentin the Master, at fairvalue                                                                                                   |  | $                | 387,176,575 |            |  | $      | 120,251,909 |   |
| Cash                                                                                                                                    |  |             | 38,778      |            |  |   | 50,403      |   |
|                                                                                                                                    |  | $                | 387,215,353 |            |  | $      | 120,302,312 |   |
| **Liabilitiesand Partners'Capital:**                                                                                                    |  |             |        |            |  |   |        |   |
| Liabilities:                                                                                                                            |  |             |        |            |  |   |        |   |
| Accruedexpenses:                                                                                                                        |  |             |        |            |  |   |        |   |
| Managementfees                                                                                                                          |  | $                | 636,502     |            |  | $      | 203,734     |   |
| Administrativefees                                                                                                                      |  |             | 159,125     |            |  |   | 50,933      |   |
| Other                                                                                                                                   |  |             | 10,120      |            |  |   | 33,562      |   |
| Due to Special LimitedPartner                                                                                                           |  |             | 31,466,233  |            |  |   | —     |   |
| Redemptionspayable                                                                                                                      |  |             | 1,551,097   |            |  |   | 1,990,866   |   |
|                                                                                                                                    |  |             | 33,823,077  |            |  |   | 2,279,095   |   |
| Partners'Capital:                                                                                                                       |  |             |        |            |  |   |        |   |
| General Partner,2,501.2826 Unit equivalents outstanding in 2005 and2004                                                                 |  |             | 5,087,034   |            |  |   | 2,875,825   |   |
| SpecialLimited Partner, 1,486.3421 Redeemable Units of Limited PartnershipInterest outstanding in 2005 and 2004                         |  |             | 3,022,878   |            |  |   | 1,708,907   |   |
| LimitedPartners, 169,774.4846 and 98,664.8238 Redeemable Units of LimitedPartnership Interest outstanding in 2005 and 2004,respectively |  |             | 345,282,364 |            |  |   | 113,438,485 |   |
|                                                                                                                                    |  |             | 353,392,276 |            |  |   | 118,023,217 |   |
|                                                                                                                                    |  | $                | 387,215,353 |            |  | $      | 120,302,312 |   |
|                                                                                                                                         |

SeeAccompanying Notes to Financial Statements.

3

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Salomon Smith Barney AAA Energy Fund L.P.II Statements of Income and Expenses and Partners'Capital(Unaudited)

|                                                                                                                                            |  |                                |             |                              |  |        |             |         |  |        |             |         |  |        |             |         |  |  |
|--------------------------------------------------------------------------------------------------------------------------------------------|--|--------------------------------|-------------|------------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                                                                       |  | ThreeMonths EndedSeptember 30, |             | Nine MonthsEndedSeptember30, |
|                                                                                                                                       |  | 2005                           |             | 2004                         |  | 2005   |             | 2004    |
| **Income:**                                                                                                                                |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Realizedgains (losses) on closed positions allocated fromMaster                                                                            |  | $                              | (21,990,665 | )                       |  | $      | 9,939,409   |    |  | $      | 16,331,089  |    |  | $      | 20,682,171  |    |
| Changein unrealized gains on open positions allocated fromMaster                                                                           |  |                           | 91,486,117  |                         |  |   | 14,283,505  |    |  |   | 150,344,668 |    |  |   | 16,809,409  |    |
| Incomeallocated from Master                                                                                                                |  |                           | 1,730,654   |                         |  |   | 285,368     |    |  |   | 3,706,707   |    |  |   | 634,358     |    |
| Expensesallocated from Master                                                                                                              |  |                           | (1,850,096  | )                       |  |   | (1,178,996  | )  |  |   | (4,508,431  | )  |  |   | (2,878,647  | )  |
|                                                                                                                                       |  |                           | 69,376,010  |                         |  |   | 23,329,286  |    |  |   | 165,874,033 |    |  |   | 35,247,291  |    |
| **Expenses:**                                                                                                                              |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Managementfees                                                                                                                             |  |                           | 1,662,014   |                         |  |   | 552,444     |    |  |   | 3,719,678   |    |  |   | 1,510,080   |    |
| Administrativefees                                                                                                                         |  |                           | 415,503     |                         |  |   | 138,112     |    |  |   | 929,918     |    |  |   | 377,521     |    |
| Otherexpenses                                                                                                                              |  |                           | 112,145     |                         |  |   | 64,100      |    |  |   | 186,566     |    |  |   | 126,903     |    |
|                                                                                                                                       |  |                           | 2,189,662   |                         |  |   | 754,656     |    |  |   | 4,836,162   |    |  |   | 2,014,504   |    |
| Netincome before allocation to Special LimitedPartner                                                                                      |  |                           | 67,186,348  |                         |  |   | 22,574,630  |    |  |   | 161,037,871 |    |  |   | 33,232,787  |    |
| Allocationto Special LimitedPartner                                                                                                        |  |                           | (13,091,139 | )                       |  |   | (223,007    | )  |  |   | (31,466,233 | )  |  |   | (223,007    | )  |
| Netincome after allocation to Special LimitedPartner                                                                                       |  |                           | 54,095,209  |                         |  |   | 22,351,623  |    |  |   | 129,571,638 |    |  |   | 33,009,780  |    |
| Additions– LimitedPartners                                                                                                           |  |                           | 57,671,547  |                         |  |   | 4,277,000   |    |  |   | 121,398,547 |    |  |   | 4,277,000   |    |
| Redemptions– LimitedPartners                                                                                                         |  |                           | (4,545,387  | )                       |  |   | (5,674,585  | )  |  |   | (15,601,126 | )  |  |   | (19,086,473 | )  |
| Netincrease in Partners'capital                                                                                                            |  |                           | 107,221,369 |                         |  |   | 20,954,038  |    |  |   | 235,369,059 |    |  |   | 18,200,307  |    |
| Partners'capital, beginning ofperiod                                                                                                       |  |                           | 246,170,907 |                         |  |   | 93,849,181  |    |  |   | 118,023,217 |    |  |   | 96,602,912  |    |
|                                                                                                                                       |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Partners'capital, end ofperiod                                                                                                             |  | $                              | 353,392,276 |                         |  | $      | 114,803,219 |    |  | $      | 353,392,276 |    |  | $      | 114,803,219 |    |
| Netasset value per Redeemable Unit (173,762.1093 and 105,080.0361Redeemable Units outstanding at September 30, 2005 and 2004,respectively) |  | $                              | 2,033.77    |                         |  | $      | 1,092.53    |    |  | $      | 2,033.77    |    |  | $      | 1,092.53    |    |
| Netincome per Redeemable Unit of Limited Partnership Interest and GeneralPartner Unitequivalent                                            |  | $                              | 321.78      |                         |  | $      | 209.37      |    |  | $      | 884.03      |    |  | $      | 303.14      |    |
|                                                                                                                                            |

SeeAccompanying Notes to Financial Statements.

4

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Salomon Smith Barney AAA Energy Fund L.P.II Statements of Cash Flows(Unaudited)

|                                                                                           |  |                                |              |                              |  |        |             |         |  |        |              |         |  |        |             |         |  |  |
|-------------------------------------------------------------------------------------------|--|--------------------------------|--------------|------------------------------|--|--------|-------------|---------|--|--------|--------------|---------|--|--------|-------------|---------|--|--|
|                                                                                      |  | ThreeMonths EndedSeptember 30, |              | Nine MonthsEndedSeptember30, |
|                                                                                      |  | 2005                           |              | 2004                         |  | 2005   |             | 2004    |
| Cashflows from operatingactivities:                                                       |  |                           |         |                         |  |   |        |    |  |   |         |    |  |   |        |    |
| Netincome                                                                                 |  | $                              | 54,095,209   |                         |  | $      | 22,351,623  |    |  | $      | 129,571,638  |    |  | $      | 33,009,780  |    |
| Adjustmentsto reconcile net income to net cash provided by (used in) operatingactivities: |  |                           |         |                         |  |   |        |    |  |   |         |    |  |   |        |    |
| Changesin operating assets andliabilities:                                                |  |                           |         |                         |  |   |        |    |  |   |         |    |  |   |        |    |
| (Increase)decrease in investment in Master, at fairvalue                                  |  |                           | (120,789,570 | )                       |  |   | (21,862,027 | )  |  |   | (266,924,666 | )  |  |   | (17,973,902 | )  |
| Accruedexpenses:                                                                          |  |                           |         |                         |  |   |        |    |  |   |         |    |  |   |        |    |
| Increase(decrease) in managementfees                                                      |  |                           | 198,555      |                         |  |   | 35,823      |    |  |   | 432,768      |    |  |   | 23,629      |    |
| Increase(decrease) in administrativefees                                                  |  |                           | 49,638       |                         |  |   | 8,956       |    |  |   | 108,192      |    |  |   | 5,907       |    |
| Increase(decrease) inother                                                                |  |                           | 4,567        |                         |  |   | 57,258      |    |  |   | (23,442      | )  |  |   | 34,735      |    |
| Increase(decrease) in due to Special LimitedPartner                                       |  |                           | 13,091,139   |                         |  |   | 223,007     |    |  |   | 31,466,233   |    |  |   | 223,007     |    |
| Netcash provided by (used in) operatingactivities                                         |  |                           | (53,350,462  | )                       |  |   | 814,640     |    |  |   | (105,369,277 | )  |  |   | 15,323,156  |    |
| Cashflows from financingactivities:                                                       |  |                           |         |                         |  |   |        |    |  |   |         |    |  |   |        |    |
| Proceeds fromadditions – LimitedPartners                                            |  |                           | 57,671,547   |                         |  |   | 4,277,000   |    |  |   | 121,398,547  |    |  |   | 4,277,000   |    |
| Paymentsfor redemptions – LimitedPartners                                           |  |                           | (4,318,519   | )                       |  |   | (5,043,915  | )  |  |   | (16,040,895  | )  |  |   | (19,545,219 | )  |
| Netcash provided by (used in) financingactivities                                         |  |                           | 53,353,028   |                         |  |   | (766,915    | )  |  |   | 105,357,652  |    |  |   | (15,268,219 | )  |
| Netchange incash                                                                          |  |                           | 2,566        |                         |  |   | 47,725      |    |  |   | (11,625      | )  |  |   | 54,937      |    |
| Cash,at beginning ofperiod                                                                |  |                           | 36,212       |                         |  |   | 49,844      |    |  |   | 50,403       |    |  |   | 42,632      |    |
| Cash,at end ofperiod                                                                      |  | $                              | 38,778       |                         |  | $      | 97,569      |    |  | $      | 38,778       |    |  | $      | 97,569      |    |
|                                                                                           |

SeeAccompanying Notes to FinancialStatements.

5

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SalomonSmith Barney AAA Energy Fund L.P. II Notes to FinancialStatements September 30, 2005(Unaudited)

1.    General:

Salomon Smith Barney AAA Energy Fund L.P. II (the"Partnership") is a limited partnershiporganized on March 25, 2002 under the partnership laws of the State ofNew York to engage, directly or indirectly, in the speculative tradingof a diversified portfolio of commodity interests, including commodityoptions and commodity futures contracts on United States exchanges andcertain foreign exchanges. The Partnership may trade commodity futuresand options contracts of any kind. In addition, the Partnership mayenter into swap contracts on energy-related products. During theinitial offering period (May 31, 2002 through July 1, 2002), thePartnership sold 93,975 redeemable units of Limited PartnershipInterest ("Redeemable Units"). ThePartnership commenced trading on July 1, 2002.

Citigroup ManagedFutures LLC acts as the General Partner (the "GeneralPartner") of the Partnership and the managing member ofthe Master, as defined below. The Partnership's/Master'scommodity broker is Citigroup Global Markets Inc.("CGM"). CGM is an affiliate of the GeneralPartner. The General Partner is wholly owned by Citigroup GlobalMarkets Holdings Inc. ("CGMHI"), which is thesole 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 Partnershippurchased 64,945.0387 Units of the Master with a fair value of$94,925,000. The Master was formed in order to permit commodity poolsmanaged by AAA Capital Management, Inc. (the"Advisor") using the Energy with SwapsProgram, the Advisor's proprietary trading program, to investtogether in one trading vehicle. In addition, the Advisor is a SpecialLimited Partner of the Partnership. Principals of the Master'sAdvisor have notified CMF that they have decided to pursue theiradvisory services on a full-time basis and will retire or resign asemployees of Smith Barney and as associated persons of CGM. This changeis expected to be effective in early September 2005. Individual andpooled accounts currently managed by the Advisor, including thePartnership (collectively, the "FeederFunds"), are permitted to be non-managing members of theMaster. The General Partner and the Advisor believe that tradingthrough this master/feeder structure should promote efficiency andeconomy in the trading process. Expenses to investors as a result ofthe investment in the Master are approximately the same and redemptionrights are not affected. The Master may trade commodity futures andoptions contracts of any kind, but trades solely energy andenergy-related products. In addition, the Master may enter into swapcontracts or energy-related products. The commodity interests that aretraded by the Master are volatile and involve a high degree of marketrisk.

As of September 30, 2005, the Partnership ownedapproximately 50.8% of the Master. It is the Partnership'sintention to continue to invest substantially all of its assets in theMaster. The performance of the Partnership is directly affected by theperformance of the Master. The Master's Statements of FinancialCondition, Statements of Income and Expenses and Members'Capital, Condensed Schedules of Investments and Statements of CashFlows are included herein.

The accompanying financial statementsare unaudited but, in the opinion of management, include alladjustments, consisting only of normal recurring adjustments, necessaryfor a fair presentation of the Partnership's financial conditionat September 30, 2005 and December 31, 2004 and the results of itsoperations and cash flows for the three and nine months ended September30, 2005 and 2004. These financial statements present the results ofinterim periods and do not include all disclosures normally provided inannual financial statements. You should read these financial statementstogether with the financial statements and notes included in thePartnership's Annual Report on Form 10-K filed with theSecurities and Exchange Commission for the year ended December 31,2004.

Due to the nature of commodity trading, the results ofoperations for the interim periods presented should not be consideredindicative of the results that may be expected for the entireyear.

6

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SalomonSmith Barney AAA Energy Fund L.P. II Notes to FinancialStatements September 30, 2005(Unaudited)

The Master's Statements of FinancialCondition and Condensed Schedules of Investments as of September30, 2005 and December 31, 2004 and Statements of Income and Expensesand Members' Capital and Statements of Cash Flows for the threeand nine months ended September 30, 2005 and 2004 are presentedbelow:

SB AAA Master Fund LLCStatements of FinancialCondition(Unaudited)

|                                                                                                       |  |                  |               |                 |  |        |             |        |  |  |
|-------------------------------------------------------------------------------------------------------|--|------------------|---------------|-----------------|--|--------|-------------|--------|--|--|
|                                                                                                  |  | September30,2005 |               | December31,2004 |
| **Assets:**                                                                                           |  |             |          |            |  |   |        |   |
| Equityin commodity futures tradingaccount:                                                            |  |             |          |            |  |   |        |   |
| Cash (restricted$3,710,046 and $29,327,275,respectively)                                              |  | $                | 385,046,339   |            |  | $      | 302,866,457 |   |
| Netunrealized appreciation on open futurespositions                                                   |  |             | 210,622,276   |            |  |   | 33,027,068  |   |
| Unrealizedappreciation on open swapspositions                                                         |  |             | 284,334,521   |            |  |   | 93,606,729  |   |
| Commodityoptions owned, at fair value (cost $166,218,648 and $39,565,244,respectively)                |  |             | 344,156,098   |            |  |   | 51,017,766  |   |
|                                                                                                  |  |             | 1,224,159,234 |            |  |   | 480,518,020 |   |
|                                                                                                  |  |             |          |            |  |   |        |   |
| Duefrombrokers                                                                                        |  |             | 37,315,844    |            |  |   | 2,425,135   |   |
| Interestreceivable                                                                                    |  |             | 1,262,605     |            |  |   | 459,835     |   |
|                                                                                                  |  | $                | 1,262,737,683 |            |  | $      | 483,402,990 |   |
| **Liabilitiesand Members'Capital:**                                                                   |  |             |          |            |  |   |        |   |
| Liabilities:                                                                                          |  |             |          |            |  |   |        |   |
| Unrealizeddepreciation on open swappositions                                                          |  | $                | 255,445,662   |            |  | $      | 89,659,294  |   |
| Commodityoptions written, at market value (premium received $164,622,706 and$54,943,984,respectively) |  |             | 210,293,762   |            |  |   | 52,353,395  |   |
| Accruedexpenses:                                                                                      |  |             |          |            |  |   |        |   |
| Commissions                                                                                           |  |             | 3,296,208     |            |  |   | 1,662,591   |   |
| Professionalfees                                                                                      |  |             | 1,338         |            |  |   | 2,000       |   |
| Due tobrokers                                                                                         |  |             | 29,948,588    |            |  |   | 2,753,610   |   |
| DuetoCGM                                                                                              |  |             | —       |            |  |   | 22,978      |   |
| Distributionpayable                                                                                   |  |             | 1,252,557     |            |  |   | 453,587     |   |
|                                                                                                  |  |             | 500,238,115   |            |  |   | 146,907,455 |   |
| Members'Capital:                                                                                      |  |             |          |            |  |   |        |   |
| Members'Capital, 212,830.6942 and 185,364.2361 Units outstanding in 2005 and2004,respectively         |  |             | 762,499,568   |            |  |   | 336,495,535 |   |
|                                                                                                  |  | $                | 1,262,737,683 |            |  | $      | 483,402,990 |   |
|                                                                                                       |

7

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SalomonSmith Barney AAA Energy Fund L.P. II Notes to FinancialStatements September 30, 2005(Unaudited)

SB AAA Master Fund LLCCondensedSchedule of InvestmentsSeptember 30, 2005(Unaudited)

|        |  |                              |        |          |             |                                                         |  |        |              |         |  |  |  |  |
|--------|--|------------------------------|--------|----------|-------------|---------------------------------------------------------|--|--------|--------------|---------|--|--|--|--|
| Sector |  | NumberofContracts            |        | Contract |             | FairValue                                               |
| Energy |  |                         |   |     |             |                                                    |  |   |         |    |
|   |  |                         |   |     |             | Futurescontracts purchased47.49%                        |  |   |         |    |
|   |  |                         | 6,496  |     |             | NYMEXHenry Hub Natural Gas Swap April 07 - Dec. 096.81% |  | $      | 51,936,295   |    |
|   |  |                         | 6,173  |     |             | NYMEXNatural Gas Jan. 06 - May 1025.53%                 |  |   | 194,664,627  |    |
|   |  |                         |   |     |             | Other15.15%                                             |  |   | 115,534,236  |    |
|   |  |                         |   |     |             |                                                    |  |   | 362,135,158  |    |
|   |  |                         |   |     |             |                                                    |  |   |         |    |
|   |  |                         |   |     |             | Futurescontracts sold(19.87)%                           |  |   |         |    |
|   |  |                         | 2,847  |     |             | NYMEXNatural Gas Nov. 05 - Dec. 10(6.82)%               |  |   | (52,016,243  | )  |
|   |  |                         |   |     |             | Other(13.05)%                                           |  |   | (99,496,639  | )  |
|   |  |                         |   |     |             |                                                    |  |   | (151,512,882 | )  |
|   |  |                         |   |     |             | Totalfutures contracts27.62%                            |  |   | 210,622,276  |    |
|   |  |                         |   |     |             | Optionsowned45.14%                                      |  |   |         |    |
|   |  |                         | 8,938  |     |             | NYMEXCrude Nov. 05 - Dec. 0711.66%                      |  |   | 88,889,890   |    |
|   |  |                         | 5,605  |     |             | NYMEXNatural Gas Nov. 05 - July 0616.72%                |  |   | 127,446,240  |    |
|   |  |                         |   |     |             | Other16.76%                                             |  |   | 127,819,968  |    |
|   |  |                         |   |     |             |                                                    |  |   | 344,156,098  |    |
|   |  |                         |   |     |             |                                                    |  |   |         |    |
|   |  |                         |   |     |             | Optionswritten(27.58)%                                  |  |   |         |    |
|   |  |                         | 7,467  |     |             | NYMEXCrude Nov. 05 - Dec. 07(5.23)%                     |  |   | (39,880,890  | )  |
|   |  |                         | 2,792  |     |             | NYMEXNatural Gas Nov. 05 - Jun. 06(8.89)%               |  |   | (67,805,830  | )  |
|   |  |                         |   |     |             | Other(13.46)%                                           |  |   | (102,607,042 | )  |
|   |  |                         |   |     |             |                                                    |  |   | (210,293,762 | )  |
|   |  |                         |   |     |             | Totaloptions17.56%                                      |  |   | 133,862,336  |    |
|   |  |                         |   |     |             | Unrealizedappreciation on Swaps contracts37.29%         |  |   |         |    |
|   |  |                         | 1,660  |     |             | NYMEXHeating Oil Calendar 2005 - 20068.96%              |  |   | 68,330,646   |    |
|   |  |                         | 2,250  |     |             | GulfCoast Unleaded Gas Calendar 2005 - 200613.23%       |  |   | 100,898,741  |    |
|   |  |                         |   |     |             | Other15.10%                                             |  |   | 115,105,134  |    |
|   |  |                         |   |     |             |                                                    |  |   | 284,334,521  |    |
|   |  |                         |   |     |             |                                                    |  |   |         |    |
|   |  |                         |   |     |             | Unrealizeddepreciation on Swaps contracts(33.50)%       |  |   |         |    |
|   |  |                         | 1,275  |     |             | NYMEXHeating Oil Calendar 2005 - 2006(6.53)%            |  |   | (49,792,582  | )  |
|   |  |                         | 2,250  |     |             | GulfCoast Unleaded Gas Calendar 2005 - 2006(12.88)%     |  |   | (98,231,194  | )  |
|   |  |                         |   |     |             | Other(14.09)%                                           |  |   | (107,421,886 | )  |
|   |  |                         |   |     |             |                                                    |  |   | (255,445,662 | )  |
|   |  |                         |   |     |             |                                                    |  |   |         |    |
|   |  | TotalEnergy Fair Value48.97% |        | $        | 373,373,471 |                                                    |
|        |

|                    |  |                          |             |                              |  |        |        |         |  |  |
|--------------------|--|--------------------------|-------------|------------------------------|--|--------|--------|---------|--|--|
| CountryComposition |  | Investments atFair Value |             | % ofInvestments atFair Value |
| UnitedKingdom      |  |                     | 13,583,768  |                         |  |   | 3.64   | %  |
| UnitedStates       |  | $                        | 359,789,703 |                         |  |   | 96.36  | %  |
|               |  | $                        | 373,373,471 |                         |  |   | 100.00 | %  |
|                    |

Percentages arebased on Members' Capital unless otherwiseindicated.

8

----

SalomonSmith Barney AAA Energy Fund L.P. II Notes to FinancialStatements September 30, 2005(Unaudited)

SB AAA Master Fund LLCCondensedSchedule of InvestmentsDecember 31,2004

|                              |  |                   |            |                                                    |  |           |             |         |  |  |  |  |  |  |
|------------------------------|--|-------------------|------------|----------------------------------------------------|--|-----------|-------------|---------|--|--|--|--|--|--|
| Sector                       |  | NumberofContracts |            | Contract                                           |  | FairValue |
| Energy                       |  |              |            |                                               |  |      |        |    |
|                         |  |              |            | Futurescontracts purchased0.37%                    |  | $         | 1,240,430   |    |
|                         |  |              |            | Futurescontracts sold9.45%                         |  |      |        |    |
|                         |  | 2,626             |            | NYMEXNatural Gas Feb. 05 – May 096.77%       |  |      | 22,776,795  |    |
|                         |  |              |            | Other2.68%                                         |  |      | 9,009,843   |    |
|                         |  |              |            |                                               |  |      | 31,786,638  |    |
|                         |  |              |            | Totalfutures contracts9.82%                        |  |      | 33,027,068  |    |
|                         |  |              |            |                                               |  |      |        |    |
|                         |  |              |            | Optionsowned15.16%                                 |  |      | 51,017,766  |    |
|                         |  |              |            |                                               |  |      |        |    |
|                         |  |              |            | Optionswritten (15.56)%                            |  |      |        |    |
|                         |  | 6,992             |            | NYMEXNatural Gas Feb. 05 – Jan 06(7.67)%     |  |      | (25,794,540 | )  |
|                         |  |              |            | Other(7.89)%                                       |  |      | (26,558,855 | )  |
|                         |  |              |            |                                               |  |      | (52,353,395 | )  |
|                         |  |              |            |                                               |  |      |        |    |
|                         |  |              |            | Unrealizedappreciation on Swaps contracts27.82%    |  |      |        |    |
|                         |  | 1,450             |            | GulfCoast Unleaded Gas Calendar 20066.50%          |  |      | 21,867,545  |    |
|                         |  | 1,080             |            | NYMEXUnleaded Gas Calendar 2005 6.98%              |  |      | 23,491,972  |    |
|                         |  |              |            | Other14.34%                                        |  |      | 48,247,212  |    |
|                         |  |              |            |                                               |  |      | 93,606,729  |    |
|                         |  |              |            | Unrealized depreciation on Swaps contracts(26.65)% |  |      |        |    |
|                         |  | 1,450             |            | GulfCoast Unleaded Gas Calendar 2006(5.60)%        |  |      | (18,846,201 | )  |
|                         |  | 820               |            | NYMEXUnleaded Gas Calendar 2005(6.29)%             |  |      | (21,159,503 | )  |
|                         |  |              |            | Other(14.76)%                                      |  |      | (49,653,590 | )  |
|                         |  |              |            |                                               |  |      | (89,659,294 | )  |
| TotalEnergy Fair Value10.59% |  | $                 | 35,638,874 |                                               |
|                              |

|                    |  |                          |            |                              |  |        |        |         |  |  |
|--------------------|--|--------------------------|------------|------------------------------|--|--------|--------|---------|--|--|
| CountryComposition |  | Investments atFair Value |            | % ofInvestments atFair Value |
| UnitedKingdom      |  | $                        | 1,752,837  |                         |  |   | 4.92   | %  |
| UnitedStates       |  |                     | 33,886,037 |                         |  |   | 95.08  |    |
|               |  | $                        | 35,638,874 |                         |  |   | 100.00 | %  |
|                    |

Percentagesare based on Members' Capital unless otherwiseindicated.

9

----

SalomonSmith Barney AAA Energy Fund L.P. II Notes to FinancialStatements September 30, 2005(Unaudited)

SB AAA Master Fund LLC Statements ofIncome and Expenses and Members' Capital(Unaudited)

|                                                                                                                      |  |                                |             |                              |  |        |             |         |  |        |             |         |  |        |             |         |  |  |
|----------------------------------------------------------------------------------------------------------------------|--|--------------------------------|-------------|------------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                                                 |  | ThreeMonths EndedSeptember 30, |             | Nine MonthsEndedSeptember30, |
|                                                                                                                 |  | 2005                           |             | 2004                         |  | 2005   |             | 2004    |
| **Income:**                                                                                                          |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Netgains (losses) on trading of commodityinterests:                                                                  |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Realized gains (losses) on closedpositions                                                                           |  | $                              | (45,388,615 | )                       |  | $      | 27,629,155  |    |  | $      | 44,240,832  |    |  | $      | 56,198,699  |    |
| Changein unrealized gains on openpositions                                                                           |  |                           | 185,206,455 |                         |  |   | 39,042,430  |    |  |   | 320,759,915 |    |  |   | 45,899,394  |    |
|                                                                                                                 |  |                           | 139,817,840 |                         |  |   | 66,671,585  |    |  |   | 365,000,747 |    |  |   | 102,098,093 |    |
| Interestincome                                                                                                       |  |                           | 3,626,585   |                         |  |   | 811,095     |    |  |   | 8,290,863   |    |  |   | 1,777,054   |    |
|                                                                                                                 |  |                           | 143,444,425 |                         |  |   | 67,482,680  |    |  |   | 373,291,610 |    |  |   | 103,875,147 |    |
| **Expenses:**                                                                                                        |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Brokeragecommissions including clearing fees of $430,958, $381,223, $1,158,244and $972,386,respectively              |  |                           | 3,689,997   |                         |  |   | 3,204,994   |    |  |   | 9,730,505   |    |  |   | 7,716,001   |    |
| Professionalfees                                                                                                     |  |                           | 104,356     |                         |  |   | 15,862      |    |  |   | 226,742     |    |  |   | 43,291      |    |
|                                                                                                                 |  |                           | 3,794,353   |                         |  |   | 3,220,856   |    |  |   | 9,957,247   |    |  |   | 7,759,292   |    |
| **Netincome**                                                                                                        |  |                           | 139,650,072 |                         |  |   | 64,261,824  |    |  |   | 363,334,363 |    |  |   | 96,115,855  |    |
| Additions                                                                                                            |  |                           | 68,978,312  |                         |  |   | 9,747,039   |    |  |   | 144,268,308 |    |  |   | 15,658,065  |    |
| Redemptions                                                                                                          |  |                           | (18,541,906 | )                       |  |   | (11,884,965 | )  |  |   | (73,415,227 | )  |  |   | (42,240,945 | )  |
| Distributionof interest to feederfunds                                                                               |  |                           | (3,594,110  | )                       |  |   | (803,439    | )  |  |   | (8,183,411  | )  |  |   | (1,752,224  | )  |
| Netincrease in Members'capital                                                                                       |  |                           | 186,492,368 |                         |  |   | 61,320,459  |    |  |   | 426,004,033 |    |  |   | 67,780,751  |    |
| Members'capital, beginning ofperiod                                                                                  |  |                           | 576,007,200 |                         |  |   | 261,517,929 |    |  |   | 336,495,535 |    |  |   | 255,057,637 |    |
| Members'capital, end ofperiod                                                                                        |  | $                              | 762,499,568 |                         |  | $      | 322,838,388 |    |  | $      | 762,499,568 |    |  | $      | 322,838,388 |    |
| Netasset value per Unit (212,830.6942 and 189,940.2505 Units outstandingat September 30, 2005 and 2004,respectively) |  | $                              | 3,582.66    |                         |  | $      | 1,699.68    |    |  | $      | 3,582.66    |    |  | $      | 1,699.68    |    |
| Netincome per Unit of MemberInterest                                                                                 |  | $                              | 666.56      |                         |  | $      | 338.61      |    |  | $      | 1,808.12    |    |  | $      | 500.05      |    |
|                                                                                                                      |

10

----

SalomonSmith Barney AAA Energy Fund L.P. II Notes to FinancialStatements September 30, 2005(Unaudited)

SB AAA Master Fund LLC Statements ofCash Flows(Unaudited)

|                                                                                           |  |                                |              |                              |  |        |             |         |  |        |              |         |  |        |             |         |  |  |
|-------------------------------------------------------------------------------------------|--|--------------------------------|--------------|------------------------------|--|--------|-------------|---------|--|--------|--------------|---------|--|--------|-------------|---------|--|--|
|                                                                                      |  | ThreeMonths EndedSeptember 30, |              | Nine MonthsEndedSeptember30, |
|                                                                                      |  | 2005                           |              | 2004                         |  | 2005   |             | 2004    |
| Cashflows from operating activities:                                                      |  |                           |         |                         |  |   |        |    |  |   |         |    |  |   |        |    |
| Netincome                                                                                 |  | $                              | 139,650,072  |                         |  | $      | 64,261,824  |    |  | $      | 363,334,363  |    |  | $      | 96,115,855  |    |
| Adjustments to reconcile net income to netcash provided by (used in) operatingactivities: |  |                           |         |                         |  |   |        |    |  |   |         |    |  |   |        |    |
| Changes inoperating assets and liabilities:                                               |  |                           |         |                         |  |   |        |    |  |   |         |    |  |   |        |    |
| (Increase)decrease in restricted cash                                                     |  |                           | 1,136,658    |                         |  |   | 29,248,811  |    |  |   | 25,617,229   |    |  |   | 45,171,997  |    |
| (Increase) decrease in net unrealizedappreciation/depreciation on open futurespositions   |  |                           | (93,833,154  | )                       |  |   | 15,562,303  |    |  |   | (177,595,208 | )  |  |   | 9,097,251   |    |
| (Increase) decrease in unrealized appreciation on openswapscontracts                      |  |                           | (80,855,557  | )                       |  |   | (60,007,377 | )  |  |   | (190,727,792 | )  |  |   | (66,839,857 | )  |
| (Increase) decrease in commodity options owned, at fairvalue                              |  |                           | (228,252,081 | )                       |  |   | (69,362,057 | )  |  |   | (293,138,332 | )  |  |   | (60,272,969 | )  |
| (Increase) decrease in due frombrokers                                                    |  |                           | (27,261,579  | )                       |  |   | 2,379,646   |    |  |   | (34,890,709  | )  |  |   | (313,578    | )  |
| (Increase) decrease in interestreceivable                                                 |  |                           | (342,457     | )                       |  |   | (123,634    | )  |  |   | (802,770     | )  |  |   | (148,695    | )  |
| Increase (decrease) in unrealized depreciation on openswaps contracts                     |  |                           | 71,487,312   |                         |  |   | 57,972,414  |    |  |   | 165,786,368  |    |  |   | 92,573,246  |    |
| Increase(decrease) in commodity options written, at fairvalue                             |  |                           | 141,492,460  |                         |  |   | 1,099,580   |    |  |   | 157,940,367  |    |  |   | (18,524,377 | )  |
| Accruedexpenses:                                                                          |  |                           |         |                         |  |   |        |    |  |   |         |    |  |   |        |    |
| Increase (decrease) incommissions                                                         |  |                           | 709,836      |                         |  |   | 577,706     |    |  |   | 1,633,617    |    |  |   | 582,100     |    |
| Increase (decrease) inprofessionalfees                                                    |  |                           | (6,916       | )                       |  |   | (8,018      | )  |  |   | (662         | )  |  |   | (25,103     | )  |
| Increase (decrease) in due tobrokers                                                      |  |                           | 22,273,296   |                         |  |   | 14,621      |    |  |   | 27,194,978   |    |  |   | 570,619     |    |
| Increase (decrease) in due toCGM                                                          |  |                           | —      |                         |  |   | —     |    |  |   | (22,978      | )  |  |   | —     |    |
| Netcash provided by (used in) operatingactivities                                         |  |                           | (53,802,110  | )                       |  |   | 41,615,819  |    |  |   | 44,328,471   |    |  |   | 97,986,489  |    |
| Cash flows from financingactivities:                                                      |  |                           |         |                         |  |   |        |    |  |   |         |    |  |   |        |    |
| Proceeds fromadditions                                                                    |  |                           | 68,978,312   |                         |  |   | 9,747,039   |    |  |   | 144,268,308  |    |  |   | 15,658,065  |    |
| Paymentsforredemptions                                                                    |  |                           | (18,541,906  | )                       |  |   | (11,884,965 | )  |  |   | (73,415,227  | )  |  |   | (42,240,945 | )  |
| Distribution of interest to feederfunds                                                   |  |                           | (3,253,309   | )                       |  |   | (681,864    | )  |  |   | (7,384,441   | )  |  |   | (1,601,747  | )  |
| Net cash provided by (used in)financing activities                                        |  |                           | 47,183,097   |                         |  |   | (2,819,790  | )  |  |   | 63,468,640   |    |  |   | (28,184,627 | )  |
| Net change incash                                                                         |  |                           | (6,619,013   | )                       |  |   | 38,796,029  |    |  |   | 107,797,111  |    |  |   | 69,801,862  |    |
| Unrestricted cash, atbeginning of period                                                  |  |                           | 387,955,306  |                         |  |   | 213,894,939 |    |  |   | 273,539,182  |    |  |   | 182,889,106 |    |
| Unrestricted cash, at end ofperiod                                                        |  | $                              | 381,336,293  |                         |  | $      | 252,690,968 |    |  | $      | 381,336,293  |    |  | $      | 252,690,968 |    |
|                                                                                           |

11

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SalomonSmith Barney AAA Energy Fund L.P. II Notes to FinancialStatements September 30, 2005(Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit for the three andnine months ended September  30, 2005 and 2004 were asfollows:

|                                                                       |  |                                |          |                              |  |        |          |         |  |        |          |         |  |        |          |         |  |  |
|-----------------------------------------------------------------------|--|--------------------------------|----------|------------------------------|--|--------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                                                                  |  | ThreeMonths EndedSeptember 30, |          | Nine MonthsEndedSeptember30, |
|                                                                  |  | 2005                           |          | 2004                         |  | 2005   |          | 2004    |
| Netrealized and unrealized gains*                                     |  |                           | 402.70   |                         |  | $      | 215.89   |    |  | $      | 1,107.30 |    |  | $      | 317.75   |    |
| Interestincome                                                        |  |                           | 10.66    |                         |  |   | 2.66     |    |  |   | 25.25    |    |  |   | 5.73     |    |
| Expensesand allocation to Special Limited Partner**                   |  |                           | (91.58   | )                       |  |   | (9.18    | )  |  |   | (248.52  | )  |  |   | (20.34   | )  |
| Increasefor theperiod                                                 |  |                           | 321.78   |                         |  |   | 209.37   |    |  |   | 884.03   |    |  |   | 303.14   |    |
| NetAsset Value per Redeemable Unit, beginning ofperiod                |  |                           | 1,711.99 |                         |  |   | 883.16   |    |  |   | 1,149.74 |    |  |   | 789.39   |    |
| NetAsset Value per Redeemable Unit, end ofperiod                      |  | $                              | 2,033.77 |                         |  | $      | 1,092.53 |    |  | $      | 2,033.77 |    |  | $      | 1,092.53 |    |
| *  Includesbrokerage commissions allocated from theMaster.  |  |                           |     |                         |  |   |     |    |
| **  Excludesbrokerage commissions allocated from theMaster. |  |                           |     |                         |  |   |     |    |
|                                                                       |

|                                                                    |  |        |        |          |  |        |        |          |  |        |        |          |  |        |        |          |  |  |
|--------------------------------------------------------------------|--|--------|--------|----------|--|--------|--------|----------|--|--------|--------|----------|--|--------|--------|----------|--|--|
| Ratiosto average netassets:***                                     |  |   |   |     |  |   |   |     |  |   |   |     |  |   |   |     |
| Net investmentloss before allocation to Special LimitedPartner**** |  |   | (3.2   | )%  |  |   | (6.3   | )%  |  |   | (3.4   | )%  |  |   | (5.8   | )%  |
| Operatingexpense                                                   |  |   | 5.6    | %   |  |   | 7.4    | %   |  |   | 5.7    | %   |  |   | 6.6    | %   |
| Allocation to Special LimitedPartner                               |  |   | 4.5    | %   |  |   | 0.2    | %   |  |   | 14.4   | %   |  |   | 0.2    | %   |
| Total expenses and allocation to Special LimitedPartner            |  |   | 10.1   | %   |  |   | 7.6    | %   |  |   | 20.1   | %   |  |   | 6.8    | %   |
| Totalreturn:                                                       |  |   |   |     |  |   |   |     |  |   |   |     |  |   |   |     |
| Total return beforeallocation to Special LimitedPartner            |  |   | 23.2   | %   |  |   | 23.9   | %   |  |   | 92.6   | %   |  |   | 38.7   | %   |
| Allocation to Special LimitedPartner                               |  |   | (4.4   | )%  |  |   | (0.2   | )%  |  |   | (15.7  | )%  |  |   | (0.3   | )%  |
| Total return after allocation to Special LimitedPartner            |  |   | 18.8   | %   |  |   | 23.7   | %   |  |   | 76.9   | %   |  |   | 38.4   | %   |
|                                                                    |

|     |                                                              |
|-----|--------------------------------------------------------------|
| *** | Annualized(except for allocation to Special Limited Partner) |

|      |                                                                                         |
|------|-----------------------------------------------------------------------------------------|
| **** | Interest income less total expenses(exclusive of allocation to Special Limited Partner) |

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

12

----

SalomonSmith Barney AAA Energy Fund L.P. II Notes to FinancialStatements September 30, 2005(Unaudited)

|  |  |
|--|--|
|  |  |

Financial Highlights oftheMaster:

|                                             |  |                                |          |                              |  |        |          |         |  |        |          |         |  |        |          |         |  |  |
|---------------------------------------------|--|--------------------------------|----------|------------------------------|--|--------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                                        |  | ThreeMonths EndedSeptember 30, |          | Nine MonthsEndedSeptember30, |
|                                        |  | 2005                           |          | 2004                         |  | 2005   |          | 2004    |
| Netrealized and unrealized gains*           |  | $                              | 649.51   |                         |  | $      | 334.42   |    |  | $      | 1,767.93 |    |  | $      | 491.11   |    |
| InterestIncome                              |  |                           | 17.55    |                         |  |   | 4.27     |    |  |   | 41.32    |    |  |   | 9.15     |    |
| Expenses**                                  |  |                           | (0.50    | )                       |  |   | (0.08    | )  |  |   | (1.13    | )  |  |   | (0.21    | )  |
| Increasefor theperiod                       |  |                           | 666.56   |                         |  |   | 338.61   |    |  | $      | 1,808.12 |    |  |   | 500.05   |    |
| Distributions                               |  |                           | (17.39   | )                       |  |   | (4.23    | )  |  |   | (40.78   | )  |  |   | (9.04    | )  |
| NetAsset Value per Unit, beginning ofperiod |  |                           | 2,933.49 |                         |  |   | 1,365.30 |    |  |   | 1,815.32 |    |  |   | 1,208.67 |    |
| NetAsset Value per Unit, end ofperiod       |  | $                              | 3,582.66 |                         |  | $      | 1,699.68 |    |  | $      | 3,582.66 |    |  | $      | 1,699.68 |    |
| *  Includesbrokeragecommissions   |
| **  Excludesbrokeragecommissions  |
|                                             |

|                                 |  |        |        |          |  |        |        |          |  |        |        |          |  |        |        |          |  |  |
|---------------------------------|--|--------|--------|----------|--|--------|--------|----------|--|--------|--------|----------|--|--------|--------|----------|--|--|
| Ratiosto average net assets:*** |  |   |   |     |  |   |   |     |  |   |   |     |  |   |   |     |
| Net investment loss****         |  |   | (0.1   | )%  |  |   | (3.3   | )%  |  |   | (0.4   | )%  |  |   | (3.0   | )%  |
| Operatingexpense                |  |   | 2.3    | %   |  |   | 4.4    | %   |  |   | 2.5    | %   |  |   | 3.8    | %   |
| Totalreturn                     |  |   | 22.7   | %   |  |   | 24.8   | %   |  |   | 99.6   | %   |  |   | 41.4   | %   |
|                                 |

|     |            |
|-----|------------|
| *** | Annualized |

|      |                                    |
|------|------------------------------------|
| **** | Interestincome less total expenses |

|  |                                                                                                               |
|--|---------------------------------------------------------------------------------------------------------------|
|  | The above ratios may varyfor individual investors based on the timing of capital transactionsduring the year. |

13

----

SalomonSmith Barney AAA Energy Fund L.P. II Notes to FinancialStatements September 30, 2005(Unaudited)

3.    Trading Activities:

ThePartnership was formed for the purpose of trading contracts in avariety of commodity interests, including derivative financialinstruments and derivative commodity instruments. The Partnershipinvests the majority of its assets through a "masterfund/feeder fund" structure. The results of thePartnership's investment in the Master are shown in theStatements of Income and Expenses and Partners' Capital and arediscussed in Item 2, Management's Discussion and Analysis ofFinancial Condition and Results of Operations.

The respectiveCustomer Agreements between the Partnership and CGM and the Master andCGM give the Partnership and the Master, respectively, the legal rightto net unrealized gains and losses.

All of the commodityinterests owned by the Master are held for trading purposes. Theaverage fair values of these interests during the nine and twelvemonths ended September 30, 2005 and December 31, 2004, based on amonthly calculation, were $167,955,996 and $37,750,006, respectively.The fair values of these commodity interests, including options andswaps thereon, if applicable, at September 30, 2005 and December 31,2004 were $373,373,471 and $35,638,874, respectively. Fair values forexchange traded commodity futures and options are based on quotedmarket prices for those futures and options. Fair values for all otherfinancial instruments for which market quotations are not readilyavailable are based on calculations approved by the GeneralPartner.

4.    Financial Instrument Risks:

In thenormal course of its business, the Partnership, through its investmentin the Master, is party to financial instruments with off-balance sheetrisk, including derivative financial instruments and derivativecommodity instruments. These financial instruments may includeforwards, futures, options and swaps, whose values are based upon anunderlying asset, index, or reference rate, and generally representfuture commitments to exchange currencies or cash flows, to purchase orsell other financial instruments at specific terms at specified futuredates, or, in the case of derivative commodity instruments, to have areasonable possibility to be settled in cash, through physical deliveryor with another financial instrument. These instruments may be tradedon an exchange or over-the-counter ("OTC").Exchange-traded instruments are standardized and include futures andcertain option contracts. OTC contracts are negotiated betweencontracting parties and include forwards and certain options. Each ofthese instruments is subject to various risks similar to those relatedto the underlying financial instruments including market and creditrisk. In general, the risks associated with OTC contracts are greaterthan those associated with exchange-traded instruments because of thegreater risk of default by the counterparty to an OTC contract. TheMaster's swaps contracts are OTC contracts.

Market risk isthe potential for changes in the value of the financial instrumentstraded by the Master due to market changes, including interest andforeign exchange rate movements and fluctuations in commodity orsecurity prices. Market risk is directly impacted by the volatility andliquidity in the markets in which the related underlying assets aretraded.

Credit risk is the possibility that a loss may occur dueto the failure of a counterparty to perform according to the terms of acontract. Credit risk with respect to exchange-traded instruments isreduced to the extent that an exchange or clearing organization acts asa counterparty to the transactions. ThePartnership's/Master's risk of loss in the event ofcounterparty default is typically limited to the amounts recognized inthe statements of financial condition and not represented by thecontract or notional amounts of the instruments. The Partnership,through its investment in the Master, has concentration risk becausethe sole counterparty or broker with respect to the Master'sassets is CGM.

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SalomonSmith Barney AAA Energy Fund L.P. II Notes to FinancialStatements September 30, 2005(Unaudited)

The General Partner monitors and controlsthe Partnership's/Master's risk exposure on a daily basisthrough financial, credit and risk management monitoring systems, andaccordingly believes that it has effective procedures for evaluatingand limiting the credit and market risks to which thePartnership/Master is subject. These monitoring systems allow theGeneral Partner to statistically analyze actual trading results withrisk adjusted performance indicators and correlation statistics. Inaddition, on-line monitoring systems provide account analysis offutures, forwards and options positions by sector, margin requirements,gain and loss transactions and collateral positions.

Themajority of these instruments mature within one year of September 30,2005. However, due to the nature of thePartnership's/Master's business, these instruments may notbe held to maturity.

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Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations.

Liquidity andCapital Resources

The Partnership does not engage inthe sale of goods or services. Its only assets are its investment inthe Master and cash. The Master does not engage in the sale of goods orservices. Because of the low margin deposits normally required incommodity futures trading, relatively small price movements may resultin substantial losses to the Partnership. While substantial lossescould lead to a decrease in liquidity, no such losses occurred duringthe third quarter of 2005.

The Partnership's capitalconsists of the capital contributions of the partners as increased ordecreased by its investment in the Master, expenses, interest income,redemptions of Redeemable Units and distributions of profits, ifany.

For the nine months ended September 30, 2005, Partnershipcapital increased 199.43% from $118,023,217 to $353,392,276.This increase was attributable to net income from operations of$129,571,638 coupled with the addition of 80,963.6946 Redeemable Unitstotaling $121,398,547, partially offset by the redemption of 9,854.0338Redeemable Units totaling $15,601,126. Future redemptions can impactthe amount of funds available for investment in the Master insubsequent periods.

The Master's capital consists of thecapital contributions of the members as increased or decreased byrealized and/or unrealized gains or losses on commodity futurestrading, expenses, interest income, redemptions of Units anddistributions of profits, if any.

For the nine months endedSeptember 30, 2005, the Master's capital increased 126.6%from $336,495,535 to $762,499,568. This increase was attributable tonet income from operations of $363,334,363, coupled with the additionof 57,903.8486 Units totaling $144,268,308 which was partially offsetby the redemption of 30,437.3905 Units totaling $73,415,227 anddistributions of interest totaling $8,183,411 to the non-managingmembers of the Master. Future redemptions can impact the amount offunds available for investments in commodity contract positions insubsequent periods.

Critical AccountingPolicies

The preparation of financial statements inconformity with accounting principles generally accepted in the UnitedStates of America requires management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities, anddisclosures of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expensesduring the reporting period. Actual results could differ from theseestimates.

All commodity interests (including derivativefinancial instruments and derivative commodity instruments) are usedfor trading purposes. The commodity interests are recorded on tradedate and open contracts are recorded in the statement of financialcondition at fair value on the last business day of the period, whichrepresents market value for those commodity interests for which marketquotations are readily available or other measures of fair value deemedappropriate by management of the General Partner for those commodityinterests and foreign currencies for which market quotations are notreadily available, including dealer quotes for swaps and certain optioncontracts. Investments in commodity interests denominated in foreigncurrencies are translated into U.S. dollars at the exchange ratesprevailing on the last business day of the period. Realized gains(losses) and changes in unrealized values on commodity interests andforeign currencies are recognized in the period in which the contractis closed or the changes occur and are included in net gains (losses)on trading of commodity interests.

The value of thePartnership's investment in the Master reflects thePartnership's proportional interest in the members' capitalof the Master. All of the income and expenses and unrealized andrealized gains and losses from the commodity transactions of the Masterare allocated pro rata among the investors at the time of suchdetermination.

Foreign currency contracts are those contractswhere the Partnership agrees to receive or deliver a fixed quantity offoreign currency for an agreed-upon price on an agreed future date.Foreign currency contracts are valued daily, and thePartnership's net equity therein, representing unrealized gain orloss 

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on the contracts as measured by thedifference between the forward foreign exchange rates at the dates ofentry 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 contractsare recognized in the period in which the contract is closed or thechanges occur and are included in the statements of income and expensesand partners' capital.

Results ofOperations

During the Partnership's thirdquarter of 2005, the Net Asset Value per Redeemable Unit increased18.8% from $1,711.99 to $2,033.77 as compared to an increase of23.7% in the third quarter of 2004. The Partnership experienceda net trading gain before brokerage commissions and related fees in thethird quarter of 2005 of $69,495,452. Gains were primarily attributableto the Master's trading of commodity futures in IPE Gas Oil,NYMEX Natural Gas, OTC energy swaps, and NYMEX Unleaded Gas and werepartially offset by losses in NYMEX Crude Oil, NYMEX energy swaps,Gasoline and NYMEX Heating Oil. The Partnership experienced a nettrading gain before brokerage commissions and related fees in the thirdquarter of 2004 of $24,222,914. Gains were primarily attributable tothe Master's trading of commodity futures in NYMEX Crude Oil,NYMEX Natural Gas, NYMEX Unleaded Gas, IPE Gas Oil and energy swaps andwere partially offset by losses in NYMEX Heating Oil.

The thirdquarter produced solid results as already strained energy markets wereseverely affected by two major Gulf of Mexico hurricanes and theirimpact on production and refining facilities.

Going into thequarter it appeared crude oil production was the constraining factor inthe energy markets and its price would continue moving higher and thatdistillates were in adequate supply and would trend lower. As thesummer progressed with near-record temperatures across the U.S., thedemand/supply balance shifted and crude peaked while the prices forheating oil, gasoline and also natural gas continued to set recordhighs.

Trading in July was slightly positive reflecting thesechanging market conditions. Losses were incurred in short crudepositions offsetting gains in short heating oil crack spreads.Substantial gains were made in natural gas trading as natural gas rosefrom $7.15MM BTU to $9.00MM/BTU from the end of July to middle ofAugust.

The month of August ended with hurricane Katrina and itsdevastation though out a vital part of the U.S. The initial impact wason refining capacity and drive prices higher, contrary to thepartnership's positions. Again offsetting losses from short crudeand bearish spread trading was the out right long positions in naturalgas supported by long volatility trading in options.

Whenhurricane Rita even more directly threatened energy relatedinfrastructure, markets again reacted dramatically with distillatecrack spread moving to unseen highs and gasoline and natural gas pricesurging further. While this price volatility in crude oil and relatedmarkets led to dramatic intra-month swings in profits/losses, theoverall net result for the month was positive. Natural gas continued tobe the greatest contributor to profits as prices moved to $14.75MM/BTU,more than double their June levels. With the onset of winter in thenorthern hemisphere and supplies low in storage, natural gas could wellpress closer to $20.00MM/BTU.

During the nine months endedSeptember 30, 2005, the Net Asset Value per Redeemable Unit increased76.9% from $1,149.74 to $2.033.77 as compared to an increase of38.4% in the same period of 2004. The Partnership experienced anet trading gain before brokerage commissions and related fees in thenine months ended September 30, 2005 of $166,675,757. Gains wereprimarily attributable to the Master's trading of commodityfutures in NYMEX Crude Oil, IPE Gas Oil, NYMEX Natural Gas, OTC EnergySwaps, and NYMEX Unleaded Gas and were partially offset by losses inNYMEX energy swaps, Gasoline, and NYMEX Heating Oil. The Partnershipexperienced a net trading gain before brokerage commissions and relatedfees in the nine months ended September 30, 2004 of $37,491,580. Gainswere primarily attributable to the Master's trading of commodityfutures in NYMEX Crude Oil, NYMEX Heating Oil, NYMEX Natural Gas, NYMEXUnleaded Gas, IPE Gas Oil and energy swaps.

Commodity futuresmarkets are highly volatile. The potential for broad and rapid pricefluctuations increases the risks involved in commodity trading, butalso increases the possibility of profit. The 

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profitability of the Partnership (and theMaster) depends on the Advisor's ability to forecast pricechanges in energy and energy-related commodities. Such price changesare influenced by, among other things, changing supply and demandrelationships, weather, governmental, agricultural, commercial andtrade programs and policies, national and international political andeconomic events and changes in interest rates. To the extent that theAdvisor correctly makes such forecasts, the Partnership (and theMaster) expects to increase capital through operations.

Interest income on 80% of the Partnership'saverage daily equity allocated to it by the Master was earned at a30 -day U.S. Treasury bill rate determined weekly by CGM based onthe average non-competitive yield on 3- month U.S. Treasury billsmaturing in 30 days. CGM may continue to maintain the Master'sassets in cash and/or place all of the Master's assets in 90-dayTreasury bills and pay the Partnership its allocated share of80% of the interest earned on the Treasury bills purchased. CGMwill retain 20% of any interest earned on Treasury billspurchased. Interest income allocated from Master for the three and ninemonths ended September 30, 2005 increased by $1,445,286 and $3,072,349,as compared to the corresponding periods in 2004. The increase ininterest income is primarily due to higher net assets and an increasein interest rates during the three and nine months ended September 30,2005 as compared to 2004.

Management fees are calculated as apercentage of the Partnership's net asset value as of the end ofeach month and are affected by trading performance and redemptions.Management fees for the three and nine months ended September 30, 2005increased by $1,109,570 and $2,209,598, as compared to thecorresponding periods in 2004. The increase in management fees is dueto an increase in net assets during the three and nine months endedSeptember  30, 2005 as compared to 2004.

Administrativefees are calculated as a percentage of the Partnership's netasset value as of the end of each month and are affected by tradingperformance and redemptions. Administrative fees for the three and ninemonths ended September 30, 2005 increased by $277,391 and $552,397, ascompared to the corresponding periods in 2004. The increase inadministrative fees is due to an increase in net assets during thethree and nine months ended September 30, 2005 as compared to 2004.

Special limited partner profit share allocations (incentive fees)are based on the new trading profits generated by the Advisor at theend of the year, as defined in the advisory agreements between thePartnership, the General Partner and the Advisor. The profit shareallocation accrued for the three and nine months ended September30, 2005 was $13,091,139 and $31,466,233, respectively. The profitshare allocation accrued for the three and nine months ended September30, 2004 was $223,007.

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Item 3.    Quantitative and QualitativeDisclosures about Market Risk

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

Market movementsresult in frequent changes in the fair value of the Master's openpositions and, consequently, in its earnings and cash flow. TheMaster'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 andthe liquidity of the markets in which it trades.

The Masterrapidly acquires and liquidates both long and short positions in arange of different markets. Consequently, it is not possible to predicthow a particular future market scenario will affect performance, andthe Master's past performance is not necessarily indicative ofits future results.

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

Exchangemaintenance margin requirements have been used by the Master as themeasure of its Value at Risk. Maintenance margin requirements are setby exchanges to equal or exceed the maximum losses reasonably expectedto be incurred in the fair value of any given contract in95%-99% of any one-day interval. Maintenance margin hasbeen used rather than the more generally available initial margin,because initial margin includes a credit risk component, which is notrelevant to Value at Risk.

The following table indicates thetrading Value at Risk associated with the Master's open positionsby market category as of September 30, 2005 and the highest, lowest andaverage value during the three months ended September 30, 2005. Allopen position trading risk exposures of the Master have been includedin calculating the figures set forth below. As of September 30, 2005,the Master's total capitalization was $762,499,568. There hasbeen no material change in the trading Value at Risk informationpreviously disclosed in the Partnership's Annual Report on Form10-K for the year ended December 31, 2004.

September30,2005

|              |  |               |             |                         |  |                                     |       |                   |  |                      |            |        |  |        |            |        |  |        |            |        |  |  |
|--------------|--|---------------|-------------|-------------------------|--|-------------------------------------|-------|-------------------|--|----------------------|------------|--------|--|--------|------------|--------|--|--------|------------|--------|--|--|
|         |  |          |             |                    |  | ThreeMonths Ended September 30,2005 |
| MarketSector |  | Value at Risk |             | % ofTotalCapitalization |  | High Value atRisk                   |       | Low Value at Risk |  | Average ValueatRisk* |
| Energy       |  | $             | 97,926,061  |                    |  |                                | 12.84 | %            |  | $                    | 97,926,061 |   |  | $      | 39,385,971 |   |  | $      | 67,598,654 |   |
| EnergySwaps  |  |          | 3,710,046   |                    |  |                                | 0.49  | %            |  | $                    | 3,710,046  |   |  | $      | 3,710,046  |   |  | $      | 3,710,046  |   |
| Total        |  | $             | 101,636,107 |                    |  |                                | 13.33 | %            |  |                 |       |   |  |   |       |   |  |   |       |   |
|              |

|  |                                 |
|--|---------------------------------|
|  | *Average monthly Values at Risk |

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Item 4.    Controls and Procedures

The General Partner of the Partnership, with the participation ofthe General Partner's Chief Executive Officer and the ChiefFinancial Officer, has evaluated the effectiveness of the design andoperation of its disclosure controls and procedures (as defined inRules 13a-15(e) and 15d-15(e) of the Exchange Act) with respect to thePartnership as of the end of the period covered by the report, and,based on this evaluation, has concluded that these disclosure controlsand procedures are effective. Additionally, there were no significantchanges in the Partnership's internal controls or in otherfactors that could significantly affect these controls during theregistrant's last fiscal quarter, including any correctiveactions with regard to significant deficiencies and materialweaknesses.

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PART II. OTHERINFORMATION

Item 1.    Legal Proceedings

Thefollowing information supplements and amends our discussion set forthunder Item, 3 "Legal Proceedings" in thePartnership's Annual Report on Form 10-K for the year endedDecember 31,2004 and under Part II, Item 1, "LegalProceedings" in the Partnership's Quarterly Reportson Form 10-Q for the quarters ended March 31, 2005 and June 30,2005.

Enron Corp.

On August 4, 2005, a breach ofcontract action was filed in the United States District Court for theSouthern District of New York, WESTPAC BANKING CORPORATION v. CITIBANK,N.A. The complaint alleges that Citibank breached a representation andwarranty in a Credit Default Swap agreement entered into in December2000 concerning Enron.

On August 26, 2005, a group of 15plaintiffs filed an action in the United States District Court for theSouthern District of Texas, AVENUE CAPITAL MANAGEMENT II, L.P., ET AL.v. J.P. MORGAN-CHASE & CO., ET AL. The complaint names asdefendants Citigroup Inc., Citibank, N.A., Citigroup Global MarketsInc., and several J.P. Morgan entities and alleges fraud, breach offiduciary duty and breach of contract arising out of Enron bank debtincurred under two syndicated revolving credit facilities and asyndicated letter of credit facility.

WorldCom, Inc.

In STURM, ET AL. v. CITIGROUP, ET AL., an NASD arbitration seekingvery significant compensatory and punitive damages, Claimants'common law claims, including fraud, arising out of alleged researchanalyst conflicts of interest related to SSB research coverage ofWorldCom, were heard this quarter.

Citigroup, along with otherfinancial institution defendants, entered into a settlement in NEW YORKCITY EMPLOYEES' RETIREMENT SYSTEM v. EBBERS, ET AL., resolvingall claims against the Citigroup-related defendants in thisWorldCom-related action, which was brought by a plaintiff that optedout of the settlement of the WorldCom class action. The settlementamount is covered by existing litigation reserves.

Citigroupalong with other financial institutions and other defendants, enteredinto a settlement resolving all claims against the Citigroup-relateddefendants in 32 individual actions filed by a single law firm onbehalf of 70 institutional plaintiffs that have opted out of theWorldCom class action settlement. Plaintiffs in these actions assertedvarious claims under federal and state law, including, among otherthings, federal and state securities claims, fraud, negligentmisrepresentation and breach of fiduciary duty, in connection with theCitigroup-related defendants' research coverage, and underwritingof WorldCom securities. The settlement amount is covered by existinglitigation reserves.

Global Crossing

On September12, 2005, Citigroup entered into a settlement with the Global CrossingEstate Representative, resolving all claims pending in United StatesBankruptcy Court for the Southern District of New York against theCitigroup-related defendants. The settlement amount is covered byexisting litigation reserves.

Research

OnSeptember 27, 2005, Citigroup entered into a memorandum of agreementsettling all claims against the Citigroup-related defendants in IN RESALOMON ANALYST AT&T LITIGATION, a putative class action allegingresearch analyst conflicts of interest. The settlement amount iscovered by existing litigation reserves. The settlement is subject tojudicial approval.

On September 22, 2005, Citigroup reached anagreement-in-principle to settle all claims against theCitigroup-related defendants in NORMAN v. SALOMON SMITH BARNEY, ET AL.,a putative class action asserting violations of the Investment AdvisersAct of 1940 and various common law claims in 

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connection with certain investors whomaintained guided portfolio management accounts at Smith Barney. Thesettlement amount is covered by existing litigation reserves. Thesettlement is subject to judicial approval.

On August 17, 2005,in DISHER v. CITIGROUP GLOBAL MARKETS INC., the United States Court ofAppeals for the Seventh Circuit reversed the district court'sgrant of plaintiffs' motion to remand the case to state court,and directed the district court to dismiss the case as preempted underthe Securities Litigation Uniform Standards Act("SLUSA"). The United States Supreme Courthas granted review in another case involving SLUSA that may affect theSeventh Circuit's dismissal of the Disher matter.

Adelphia

In May and July of 2005, the United StatesDistrict Court for the Southern District of New York granted motions todismiss several claims, based on the running of applicable statute oflimitations, asserted in the putative class and individual actionsbeing coordinated under IN RE ADELPHIA COMMUNICATIONS CORPORATIONSECURITIES AND DERIVATIVE LITIGATION. With the exception of oneindividual action that was dismissed with prejudice, the court grantedthe putative class and individual plaintiffs leave to re-plead certainof those claims the court found to be time-barred. Additional motionsto dismiss the class complaint and the remaining individual complaintson other grounds remain pending.

IPO SecuritiesLitigation

On June 30, 2005, the United States Court of Appealsfor the Second Circuit entered an order in IN RE INITIAL PUBLICOFFERING SECURITIES LITIGATION agreeing to review the districtcourt's order granting plaintiffs' motion for classcertification.

IPO Antitrust Litigation

OnSeptember 28, 2005 the United States Court of Appeals for the SecondCircuit in IN RE INITIAL PUBLIC OFFERING ANTITRUST LITIGATION vacatedthe district court's order dismissing these actions and remandedfor further proceedings.

Item 2.    Unregistered Sales ofEquity Securities and Use of Proceeds

For the threemonths ended September 30, 2005 there were additional sales of32,414.2646 Redeemable Units totaling $57,671,547. The Redeemable Unitswere issued in reliance upon applicable exemptions from registrationunder Section 4(2) of the Securities Act of 1933, as amended, andSection 506 of Regulation D promulgated thereunder.

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

The followingchart sets forth the purchases of Redeemable Units by thePartnership.

|                                     |  |                                                 |            |                                             |  |                                                                                               |  |                                                                                                                          |     |        |  |        |     |        |  |  |  |  |
|-------------------------------------|--|-------------------------------------------------|------------|---------------------------------------------|--|-----------------------------------------------------------------------------------------------|--|--------------------------------------------------------------------------------------------------------------------------|-----|--------|--|--------|-----|--------|--|--|--|--|
| Period                              |  | (a)Total Number of Shares (or Units) Purchased* |            | (b)Average Price Paid per Share (or Unit)** |  | (c) TotalNumber of Shares (or Units) Purchased as Part of PubliclyAnnounced Plans or Programs |  | (d) Maximum Number (orApproximate Dollar Value) of Shares (or Units) that May YetBe Purchased Under the Plans orPrograms |
| July 1, 2005 -July31,2005           |  |                                            | 1,223.6622 |                                        |  | $1,763.49                                                                                     |  |                                                                                                                     | N/A |   |  |   | N/A |   |
| August1, 2005 -August 31,2005       |  |                                            | 458.2141   |                                        |  | $1,825.29                                                                                     |  |                                                                                                                     | N/A |   |  |   | N/A |   |
| September1, 2005 -September 30,2005 |  |                                            | 762.6710   |                                        |  | $2,033.77                                                                                     |  |                                                                                                                     | N/A |   |  |   | N/A |   |
| Total                               |  |                                            | 2,444.5473 |                                        |  | $1,874.18                                                                                     |  |                                                                                                                     | N/A |   |  |   | N/A |   |
|                                     |

|  |                                                                                                                                                                                                       |
|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | *Generally, Limited Partners are permitted to redeem their RedeemableUnits as of the end of each month on 10 days' notice to theGeneral Partner. Under certain circumstances, the General Partner can |

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|  |                                                                                                                                                                                                                                                                                          |
|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | compel redemption but to date, the GeneralPartner has not exercised this right. Purchases of Redeemable Units bythe Partnership reflected in the chart above were made in the ordinarycourse of the Partnership's business in connection with effectingredemptions for Limited Partners. |

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

Item3.    Defaults Upon Senior Securities – None

Item4.    Submission of Matters to a Vote of Security Holders –None

Item 5.    Other Information –None

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Item 6.    Exhibits

|        |                                                                                                                                                                                                                 |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The exhibits required to be filed by Item 601of Regulation S-K are incorporated herein by reference to the exhibitindex of the Partnership's Annual Report on Form 10-K for theperiod ended December  31, 2004. |

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

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

Exhibit – 32.1– Section 1350 Certification (Certification of President andDirector).

Exhibit – 32.2 – Section 1350Certifications (Certification of Chief Financial Officer andDirector).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

SALOMON SMITH BARNEY AAA ENERGY FUND L.P.II

|        |  |                                                              |  |  |  |  |
|--------|--|--------------------------------------------------------------|--|--|--|--|
| By:    |  | CitigroupManaged Futures LLC                                 |
|   |  | (General Partner)                                            |
| By:    |  | /s/David J. Vogel                                            |
|   |  | David J. Vogel Presidentand Director                         |
| Date:  |  | November9, 2005                                              |
| By:    |  | /s/Daniel R. McAuliffe, Jr.                                  |
|   |  | Daniel R. McAuliffe, Jr.Chief Financial Officer and Director |
| Date:  |  | November9, 2005                                              |
|        |

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