FORM10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

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

OF THE SECURITIES EXCHANGE ACT OF 1934

OR ( ) TRANSITIONREPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGEACT OF 1934

For the Quarter endedMarch 31, 2005

Commission File Number0-50736

SALOMON SMITH BARNEY FAIRFIELDFUTURES FUND L.P.

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(Exactname of registrant as specified in its charter)

|                                |  |                    |  |  |  |  |
|--------------------------------|--|--------------------|--|--|--|--|
| NewYork                        |  | 04-3621353         |
| (State or otherjurisdiction of |  | (I.R.S. Employer   |
| incorporation or organization) |  | IdentificationNo.) |
|                                |

c/o Citigroup Managed Futures LLC 399Park Avenue – 7th Fl. New York, New York10022

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|--|
|  |  |
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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 by checkmark whether the registrant is an accelerated filer (as defined in rule12b-2 of the Exchange Act).

Yes X     No   

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SALOMON SMITH BARNEYFAIRFIELD FUTURES FUND L.P.

FORM 10-Q

INDEX

|                               |  |                                                                                                                   |    |            |                               |        |  |  |  |  |
|-------------------------------|--|-------------------------------------------------------------------------------------------------------------------|----|------------|-------------------------------|--------|--|--|--|--|
|                          |  |                                                                                                              |    | PageNumber |
| PARTI - FinancialInformation: |  |
| Item1.                        |  | FinancialStatements:                                                                                              |    |
|                          |  | Statements of FinancialConditionat March 31, 2005 and December 31,2004(unaudited).                                |    |       | 3                             |   |
|                          |  | CondensedSchedules of Investmentsat March 31, 2005 and December 31,2004(unaudited).                               |    |       | 4 – 5         |   |
|                          |  | Statementsof Income and Expensesand Partners' Capital for thethreemonths ended March 31, 2005 and2004(unaudited). |    |       | 6                             |   |
|                          |  | Statementsof Cash Flows for the three months ended March 31, 2005 and2004(unaudited).                             |    |       | 7                             |   |
|                          |  | Notes toFinancialStatements(unaudited).                                                                           |    |       | 8 – 12        |   |
| Item2.                        |  | Management's Discussion andAnalysis of FinancialConditionand Results ofOperations.                                |    |       |  13 – 14 |   |
| Item3.                        |  | Quantitative and QualitativeDisclosures about MarketRisk                                                          |    |       | 15                            |   |
| Item4.                        |  | Controls andProcedures.                                                                                           |    |       | 16                            |   |
| PARTII - OtherInformation     |  |                                                                                                              | 17 |       |
|                               |

2

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PART I

Item1.    Financial Statements

Salomon Smith Barney FairfieldFutures Fund L.P.Statements of FinancialCondition(Unaudited)

|                                                                                                                                        |  |              |             |                 |  |        |             |        |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------|--|--------------|-------------|-----------------|--|--------|-------------|--------|--|--|
|                                                                                                                                   |  | March31,2005 |             | December31,2004 |
| **Assets:**                                                                                                                            |  |         |        |            |  |   |        |   |
| Equityin commodity futures tradingaccount:                                                                                             |  |         |        |            |  |   |        |   |
| Cash (restricted$14,897,012 and $29,455,643 in 2005 and 2004,respectively)                                                             |  | $            | 106,299,950 |            |  | $      | 129,515,744 |   |
| Netunrealized appreciation on open futurespositions                                                                                    |  |         | —     |            |  |   | 2,936,841   |   |
| Unrealizedappreciation on open forwardcontracts                                                                                        |  |         | 2,157,319   |            |  |   | 5,771,456   |   |
|                                                                                                                                   |  |         | 108,457,269 |            |  |   | 138,224,041 |   |
| Interestreceivable                                                                                                                     |  |         | 65,389      |            |  |   | 22,316      |   |
|                                                                                                                                   |  | $            | 108,522,658 |            |  | $      | 138,246,357 |   |
| **Liabilitiesand Partners'Capital:**                                                                                                   |  |         |        |            |  |   |        |   |
| Liabilities:                                                                                                                           |  |         |        |            |  |   |        |   |
| Netunrealized depreciation on open futurespositions                                                                                    |  | $            | 2,778,662   |            |  | $      | —     |   |
| Unrealizeddepreciation on open forwardcontracts                                                                                        |  |         | 3,059,315   |            |  |   | 7,345,959   |   |
| Accruedexpenses:                                                                                                                       |  |         |        |            |  |   |        |   |
| Commissions                                                                                                                            |  |         | 392,452     |            |  |   | 498,924     |   |
| Managementfees                                                                                                                         |  |         | 173,628     |            |  |   | 220,823     |   |
| Administrativefees                                                                                                                     |  |         | 43,407      |            |  |   | 55,206      |   |
| Other                                                                                                                                  |  |         | 75,792      |            |  |   | 44,792      |   |
| Redemptionspayable                                                                                                                     |  |         | 1,956,065   |            |  |   | 4,709,967   |   |
|                                                                                                                                   |  |         | 8,479,321   |            |  |   | 12,875,671  |   |
| Partners'Capital:                                                                                                                      |  |         |        |            |  |   |        |   |
| General Partner,864.9335 Unit equivalents outstanding in 2005 and2004                                                                  |  |         | 1,266,496   |            |  |   | 1,525,816   |   |
| LimitedPartners, 67,458.2545 and 70,203.4817 Redeemable Units of LimitedPartnership Interest outstanding in 2005 and 2004,respectively |  |         | 98,776,841  |            |  |   | 123,844,870 |   |
|                                                                                                                                   |  |         | 100,043,337 |            |  |   | 125,370,686 |   |
|                                                                                                                                   |  | $            | 108,522,658 |            |  | $      | 138,246,357 |   |
|                                                                                                                                        |

SeeAccompanying Notes to Financial Statements.

3

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Salomon Smith Barney Fairfield FuturesFund L.P.Condensed Schedule of InvestmentsMarch 31,2005(Unaudited)

|                                     |  |                                                    |          |           |            |         |  |  |  |  |
|-------------------------------------|--|----------------------------------------------------|----------|-----------|------------|---------|--|--|--|--|
| Sector                              |  | Contract                                           |          | FairValue |
| Currencies                          |  |                                               |          |      |       |    |
|                                |  | Unrealizedappreciation on forward contracts0.68%   |          | $         | 680,081    |    |
|                                |  | Unrealizeddepreciation on forward contracts(2.62)% |          |      | (2,619,097 | )  |
| TotalCurrencies(1.94)%              |  |                                               |          |      | (1,939,016 | )  |
| Energy0.23%                         |  | Futures contracts purchased0.23%                   |          |      | 230,054    |    |
| Grains(0.22)%                       |  | Futures contracts purchased(0.22)%                 |          |      | (215,295   | )  |
| InterestRates U.S. (0.46)%          |  | Futures contracts sold(0.46)%                      |          |      | (463,038   | )  |
| InterestRates Non-U.S.              |  | Futures contracts purchased0.15%                   |          |      | 154,395    |    |
|                                |  | Futurescontracts sold(0.41)%                       |          |      | (411,175   | )  |
| TotalInterest Rates Non-U.S.(0.26)% |  |                                               | (256,780 | )    |
| Metals                              |  |                                               |          |      |       |    |
|                                |  | Unrealizedappreciation on forward contracts1.48%   |          |      | 1,477,238  |    |
|                                |  | Unrealizeddepreciation on forward contracts(0.44)% |          |      | (440,218   | )  |
|                                |  |
| TotalMetals1.04%                    |  |                                               |          |      | 1,037,020  |    |
| Softs0.03%                          |  | Futures contracts purchased0.03%                   |          |      | 27,867     |    |
| Indices(2.10)%                      |  | Futures contracts purchased(2.10)%                 |          |      | (2,101,470 | )  |
| TotalFair Value(3.68)%              |  |                                               |          | $         | (3,680,658 | )  |
|                                     |

|                    |  |                           |            |                              |  |        |         |          |  |  |
|--------------------|--|---------------------------|------------|------------------------------|--|--------|---------|----------|--|--|
| CountryComposition |  | Investments at Fair Value |            | %ofInvestments at Fair Value |
| Australia          |  | $                         | 13,579     |                         |  |   | 0.37    | %   |
| France             |  |                      | 157,340    |                         |  |   | 4.27    |     |
| Germany            |  |                      | (754,865   | )                       |  |   | (20.51  | )   |
| HongKong           |  |                      | (7,783     | )                       |  |   | (0.21   | )   |
| Japan              |  |                      | (1,066,614 | )                       |  |   | (28.98  | )   |
| UnitedKingdom      |  |                      | 485,016    |                         |  |   | 13.18   |     |
| Spain              |  |                      | 22,209     |                         |  |   | 0.60    |     |
| UnitedStates       |  |                      | (2,529,540 | )                       |  |   | (68.72  | )   |
|               |  | $                         | (3,680,658 | )                       |  |   | (100.00 | )%  |
|                    |

Percentagesare based on Partners' capital unless otherwiseindicated.

See Accompanying Notes to FinancialStatements.

4

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Salomon Smith Barney Fairfield FuturesFund L.P.Condensed Schedule of InvestmentsDecember 31,2004(Unaudited)

|                                   |  |                                                       |  |           |            |         |  |  |  |  |
|-----------------------------------|--|-------------------------------------------------------|--|-----------|------------|---------|--|--|--|--|
| Sector                            |  | Contract                                              |  | FairValue |
| Currencies                        |  |                                                  |  |
|                              |  | Unrealizedappreciation on forward contracts3.80%      |  | $         | 4,769,286  |    |
|                              |  | Unrealizeddepreciation on forward contracts(4.85)%    |  |      | (6,082,616 | )  |
| TotalCurrencies(1.05)%            |  |                                                  |  |      | (1,313,330 | )  |
| Energy0.22%                       |  | Futures contracts sold0.22%                           |  |      | 274,150    |    |
| InterestRates U.S.                |  |
|                              |  | Futures contracts purchased0.37%                      |  |      | 458,014    |    |
|                              |  | Futurescontracts sold0.08%                            |  |      | 102,760    |    |
| TotalInterest Rates U.S.0.45%     |  |                                                  |  |      | 560,774    |    |
| InterestRates Non-U.S.            |  |
|                              |  | Futures contracts purchased0.10%                      |  |      | 133,530    |    |
|                              |  | Futurescontracts sold(0.06)%                          |  |      | (79,474    | )  |
| TotalInterest Rates Non-U.S.0.04% |  |                                                  |  |      | 54,056     |    |
| Metals                            |  |
|                              |  | Futurescontracts purchased(0.19)%                     |  |      | (244,360   | )  |
|                              |  | Unrealizedappreciation on forward contracts0.80%      |  |      | 1,002,170  |    |
|                              |  | Unrealizeddepreciation on forward contracts(1.01)%    |  |      | (1,263,343 | )  |
|                              |  |     Totalforward contracts(0.21)% |  |      | (261,173   | )  |
| TotalMetals(0.40)%                |  |                                                  |  |      | (505,533   | )  |
| Softs0.09%                        |  | Futures contracts purchased0.09%                      |  |      | 107,831    |    |
| Indices1.74%                      |  | Futures contracts purchased1.74%                      |  |      | 2,184,390  |    |
| TotalFair Value1.09%              |  |                                                  |  | $         | 1,362,338  |    |
|                                   |

|                    |  |                           |           |                              |  |        |        |         |  |  |
|--------------------|--|---------------------------|-----------|------------------------------|--|--------|--------|---------|--|--|
| CountryComposition |  | Investments at Fair Value |           | %ofInvestments at Fair Value |
| Australia          |  | $                         | 4,934     |                         |  |   | 0.36   | %  |
| France             |  |                      | (18,168   | )                       |  |   | (1.33  | )  |
| Germany            |  |                      | (171,260  | )                       |  |   | (12.57 | )  |
| HongKong           |  |                      | (6,741    | )                       |  |   | (0.50  | )  |
| Japan              |  |                      | 63,150    |                         |  |   | 4.64   |    |
| Spain              |  |                      | 250,083   |                         |  |   | 18.36  |    |
| UnitedKingdom      |  |                      | 321,712   |                         |  |   | 23.61  |    |
| UnitedStates       |  |                      | 918,628   |                         |  |   | 67.43  |    |
|               |  | $                         | 1,362,338 |                         |  |   | 100.00 | %  |
|                    |

Percentagesare based on Partners' capital unless otherwise indicated

See Accompanying Notes to FinancialStatements.

5

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Salomon Smith Barney Fairfield FuturesFund L.P.Statements of Income and Expenses and Partners'Capital(Unaudited)

|                                                                                                                                      |  |                           |             |         |  |        |             |         |  |  |
|--------------------------------------------------------------------------------------------------------------------------------------|--|---------------------------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                                                                 |  | ThreeMonths EndedMarch31, |
|                                                                                                                                 |  | 2005                      |             | 2004    |
| **Income:**                                                                                                                          |  |                      |        |    |  |   |        |    |
| Netgains (losses) on trading of commodityinterests:                                                                                  |  |                      |        |    |  |   |        |    |
| Realized gains(losses) on closedpositions                                                                                            |  | $                         | (14,652,373 | )  |  | $      | 18,875,118  |    |
| Changein unrealized gains (losses) on openpositions                                                                                  |  |                      | (5,042,996  | )  |  |   | (1,616,018  | )  |
|                                                                                                                                 |  |                      | (19,695,369 | )  |  |   | 17,259,100  |    |
| Interestincome                                                                                                                       |  |                      | 534,454     |    |  |   | 291,202     |    |
|                                                                                                                                 |  |                      | (19,160,915 | )  |  |   | 17,550,302  |    |
| **Expenses:**                                                                                                                        |  |                      |        |    |  |   |        |    |
| Brokeragecommissions including clearing fees of $36,871 and $59,167,respectively                                                     |  |                      | 1,343,258   |    |  |   | 2,091,560   |    |
| Managementfees                                                                                                                       |  |                      | 528,573     |    |  |   | 799,879     |    |
| Administrativefees                                                                                                                   |  |                      | 132,144     |    |  |   | 199,970     |    |
| Incentivefees                                                                                                                        |  |                      | —     |    |  |   | 2,826,991   |    |
| Other                                                                                                                                |  |                      | 31,000      |    |  |   | 26,566      |    |
|                                                                                                                                 |  |                      | 2,034,975   |    |  |   | 5,944,966   |    |
| **Netincome(loss)**                                                                                                                  |  |                      | (21,195,890 | )  |  |   | 11,605,336  |    |
| Redemptions                                                                                                                          |  |                      | (4,131,459  | )  |  |   | (6,130,652  | )  |
| Netincrease (decrease) in Partners'capital                                                                                           |  |                      | (25,327,349 | )  |  |   | 5,474,684   |    |
| Partners'capital, beginning ofperiod                                                                                                 |  |                      | 125,370,686 |    |  |   | 153,310,380 |    |
| Partners'capital, end ofperiod                                                                                                       |  | $                         | 100,043,337 |    |  | $      | 158,785,064 |    |
| Netasset value per Redeemable Unit (68,323.1880 and 82,456.4942 RedeemableUnits outstanding at March 31, 2005 and 2004,respectively) |  | $                         | 1,464.27    |    |  | $      | 1,925.68    |    |
| Netincome (loss) per Redeemable Unit of Limited Partnership Interest andGeneral Partner Unitequivalent                               |  | $                         | (299.81     | )  |  | $      | 137.54      |    |
| RedemptionNet asset value per Unit                                                                                                   |  | $                         | 1,464.27    |    |  | $      | 1,925.76    |    |
|                                                                                                                                      |

SeeAccompanying Notes to Financial Statements.

6

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Salomon Smith Barney Fairfield FuturesFund L.P.Statements of CashFlows(Unaudited)

|                                                                                                 |  |                           |             |         |  |        |             |         |  |  |
|-------------------------------------------------------------------------------------------------|--|---------------------------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                            |  | ThreeMonths EndedMarch31, |
|                                                                                            |  | 2005                      |             | 2004    |
| Cashflows from operatingactivities:                                                             |  |                      |        |    |  |   |        |    |
| Net income(loss)                                                                                |  | $                         | (21,195,890 | )  |  | $      | 11,605,336  |    |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operatingactivities: |  |                      |        |    |  |   |        |    |
| Changesin operating assets andliabilities:                                                      |  |                      |        |    |  |   |        |    |
| (Increase)decrease in restrictedcash                                                            |  |                      | 14,558,631  |    |  |   | 6,662,436   |    |
| (Increase)decrease in net unrealized appreciation on open futurespositions                      |  |                      | 2,936,841   |    |  |   | (748,403    | )  |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                          |  |                      | 3,614,137   |    |  |   | 5,537,372   |    |
| (Increase)decrease in interestreceivable                                                        |  |                      | (43,073     | )  |  |   | (16,079     | )  |
| Increase(decrease) in unrealized depreciation on open futurescontracts                          |  |                      | 2,778,662   |    |  |   | —     |    |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                          |  |                      | (4,286,644  | )  |  |   | (3,172,951  | )  |
| Accruedexpenses:                                                                                |  |                      |        |    |  |   |        |    |
| Increase(decrease) incommissions                                                                |  |                      | (106,472    | )  |  |   | 19,720      |    |
| Increase(decrease) in managementfees                                                            |  |                      | (47,195     | )  |  |   | 8,689       |    |
| Increase(decrease) in administrativefees                                                        |  |                      | (11,799     | )  |  |   | 2,172       |    |
| Increase(decrease) in incentivefees                                                             |  |                      | —     |    |  |   | 16,205      |    |
| Increase(decrease) in due toCGM                                                                 |  |                      | —     |    |  |   | (6,149      | )  |
| Increase(decrease) inother                                                                      |  |                      | 31,000      |    |  |   | 26,444      |    |
| Increase(decrease) in redemptionspayable                                                        |  |                      | (2,753,902  | )  |  |   | 65,423      |    |
| Netcash provided by (used in) operatingactivities                                               |  |                      | (4,525,704  | )  |  |   | 20,000,215  |    |
| Cashflows from financingactivities:                                                             |  |                      |        |    |  |   |        |    |
| Payments forredemptions—LimitedPartners                                                   |  |                      | (4,131,459  | )  |  |   | (6,130,652  | )  |
| Netchange incash                                                                                |  |                      | (8,657,163  | )  |  |   | 13,869,563  |    |
| Unrestrictedcash, at beginning ofperiod                                                         |  |                      | 100,060,101 |    |  |   | 124,569,727 |    |
| Unrestrictedcash, at end ofperiod                                                               |  | $                         | 91,402,938  |    |  | $      | 138,439,290 |    |
|                                                                                                 |

SeeAccompanying Notes to FinancialStatements.

7

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Salomon Smith BarneyFairfield Futures Fund L.P. Notes to Financial StatementsMarch 31, 2005 (Unaudited)

1.    General:

Salomon Smith Barney Fairfield Futures Fund L.P. (the"Partnership") is a limited partnership whichwas organized on March 25, 2002 under the partnership laws of the Stateof New York to engage in the speculative trading of a diversifiedportfolio of commodity interests including futures contracts, optionsand forward contracts. The commodity interests that are traded by thePartnership are volatile and involve a high degree of market risk.During the initial offering period (April 15, 2002 through June 4,2002), the Partnership sold 12,424 redeemable units of LimitedPartnership Interest ("Redeemable Units") and126 Units of General Partnership Interest. The Partnership commencedtrading on June 5, 2002.

Citigroup Managed Futures LLC, formerlySmith Barney Futures Management LLC, acts as the general partner (the"General Partner") of the Partnership. ThePartnership's commodity broker is Citigroup Global Markets Inc.("CGM"), formerly Salomon Smith Barney Inc.CGM is an affiliate of the General Partner. The General Partner iswholly owned by Citigroup Global Markets Holdings Inc.("CGMHI"), formerly Salomon Smith BarneyHoldings Inc., which is the sole owner of CGM. CGMHI is a wholly ownedsubsidiary of Citigroup Inc. As of March 31, 2005, all tradingdecisions for the Partnership are made by Graham Capital Management,L.P. (the "Advisor").

The accompanyingfinancial statements are unaudited but, in the opinion of management,include all adjustments, consisting only of normal recurringadjustments, necessary for a fair presentation of thePartnership's financial condition at March 31, 2005 and December31, 2004 and the results of its operations and cash flows for the threemonths ended March 31, 2005 and 2004. These financial statementspresent the results of interim periods and do not include alldisclosures normally provided in annual financial statements. Youshould read these financial statements together with the financialstatements and notes included in the Partnership's Annual Reporton Form 10-K filed with the Securities and Exchange Commission onDecember 31, 2004.

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

8

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Salomon Smith Barney Fairfield FuturesFund L.P. Notes to Financial Statements March 31, 2005(Unaudited)

2.    Financial Highlights:

Changes inNet Asset Value per Redeemable Unit of Limited Partnership Interest forthe three months ended March 31, 2005 and 2004 were asfollows:

|                                                                                            |  |                           |          |         |  |        |          |         |  |  |
|--------------------------------------------------------------------------------------------|--|---------------------------|----------|---------|--|--------|----------|---------|--|--|
|                                                                                       |  | ThreeMonths EndedMarch31, |
|                                                                                       |  | 2005                      |          | 2004    |
| Netrealized and unrealized gains(losses)*                                                  |  | $                         | (297.59  | )  |  | $      | 179.76   |    |
| Interestincome                                                                             |  |                      | 7.59     |    |  |   | 3.46     |    |
| Expenses**                                                                                 |  |                      | (9.81    | )  |  |   | (45.68   | )  |
| Increase(decrease) for theperiod                                                           |  |                      | (299.81  | )  |  |   | 137.54   |    |
| Net AssetValue per Redeemable Unit, beginning ofperiod                                     |  |                      | 1,764.08 |    |  |   | 1,788.14 |    |
| NetAsset Value per Redeemable Unit, end ofperiod                                           |  | $                         | 1,464.27 |    |  | $      | 1,925.68 |    |
| Redemption/subscriptionvalue per Redeemable Unit versus Net Asset value per RedeemableUnit |  |                      | —  |    |  |   | 0.08     |    |
| Redemption/subscriptionvalue per Redeemable Unit, end ofperiod***                          |  | $                         | 1,464.27 |    |  | $      | 1,925.76 |    |
|                                                                                            |

|   |                                |
|---|--------------------------------|
| * | Includesbrokerage commissions. |

|    |                                |
|----|--------------------------------|
| ** | Excludesbrokerage commissions. |

|     |                                                                                                                                                                                            |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *** | For thepurpose of a redemption/subscription, any remaining accrued liabilityfor reimbursement of offering costs will not reduceredemption/subscription Net Asset Value per RedeemableUnit. |

9

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Salomon Smith Barney Fairfield FuturesFund L.P. Notes to Financial Statements March 31, 2005(Unaudited)

|                                               |  |                            |         |          |  |        |        |          |  |  |
|-----------------------------------------------|--|----------------------------|---------|----------|--|--------|--------|----------|--|--|
|                                          |  | ThreeMonths Ended March31, |
|                                          |  | 2005                       |         | 2004     |
| Ratioto average net assets:****               |  |                       |    |     |  |   |   |     |
| Netinvestment loss before incentive fees***** |  |                       | (5.5    | )%  |  |   | (7.3   | )%  |
| Operatingexpenses                             |  |                       | 7.5     | %   |  |   | 8.0    | %   |
| Incentivefees                                 |  |                       | — | %   |  |   | 1.8    | %   |
| Totalexpenses                                 |  |                       | 7.5     | %   |  |   | 9.8    | %   |
| Totalreturn:                                  |  |                       |    |     |  |   |   |     |
| Total return beforeincentivefees              |  |                       | (17.0   | )%  |  |   | 9.6    | %   |
| Incentivefees                                 |  |                       | — | %   |  |   | (1.9   | )%  |
| Totalreturn after incentivefees               |  |                       | (17.0   | )%  |  |   | 7.7    | %   |
|                                               |

|      |                                       |
|------|---------------------------------------|
| **** | Annualized(other than incentive fees) |

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

The aboveratios may vary for individual investors based on the timing of capitaltransactions during the period. Additionally, these ratios arecalculated for the Limited Partner class using the LimitedPartners' share of income, expenses and average netassets.

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Salomon Smith Barney Fairfield FuturesFund L.P. Notes to Financial Statements March 31, 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 results of thePartnership's trading activities are shown in the Statements ofIncome and Expenses and Partners' Capital and are discussed inItem 2, Management's Discussion and Analysis of FinancialCondition and Results of Operations.

The Customer Agreementbetween the Partnership and CGM gives the Partnership the legal rightto net unrealized gains and losses on open futures positions.

All of the commodity interests owned by the Partnership are held fortrading purposes. The average fair values of these interests during thethree and twelve months ended March 31, 2005 and December 31, 2004,based on a monthly calculation, were $(7,290,874) and $4,356,763,respectively. The fair values of these commodity interests, includingoptions thereon, if applicable, at March 31, 2005 and December 31,2004, were $(3,680,658) and $1,362,338, 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 is party to financialinstruments with off-balance sheet risk, including derivative financialinstruments and derivative commodity instruments. These financialinstruments may include forwards, futures and options, whose values arebased upon an underlying asset, index, or reference rate, and generallyrepresent future commitments to exchange currencies or cash flows, topurchase or sell other financial instruments at specific terms atspecified future dates, or, in the case of derivative commodityinstruments, to have a reasonable possibility to be settled in cash,through physical delivery or with another financial instrument. Theseinstruments may be traded on an exchange or over-the-counter("OTC"). Exchange traded instruments arestandardized and include futures and certain option contracts. OTCcontracts are negotiated between contracting parties and includeforwards and certain options.

Each of these instruments issubject to various risks similar to those related to the underlyingfinancial instruments including market and credit risk. In general, therisks associated with OTC contracts are greater than those associatedwith exchange traded instruments because of the greater risk of defaultby the counterparty to an OTC contract.

Market risk is thepotential for changes in the value of the financial instruments tradedby the Partnership 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. The Partnership's risk ofloss in the event of counterparty default is typically limited to theamounts recognized as unrealized appreciation in the statements offinancial condition and not represented by the contract or notionalamounts of the instruments. The Partnership has credit risk andconcentration risk because the sole counterparty or broker with respectto the Partnership's assets is CGM.

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Salomon Smith Barney Fairfield FuturesFund L.P. Notes to Financial Statements March 31, 2005(Unaudited)

The General Partner monitors and controls thePartnership's risk exposure on a daily basis through financial,credit and risk management monitoring systems, and accordingly believesthat it has effective procedures for evaluating and limiting the creditand market risks to which the Partnership is subject. These monitoringsystems allow the General Partner to statistically analyze actualtrading results with risk-adjusted performance indicators andcorrelation statistics. In addition, on-line monitoring systems provideaccount analysis of futures, forward and option positions by sector,margin requirements, gain and loss transactions and collateralpositions.

The majority of these instruments mature within oneyear of March 31, 2005. However, due to the nature of thePartnership's business, these instruments may not be held tomaturity.

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

Liquidity andCapital Resources

The Partnership does not engage in thesale of goods or services. Its only assets are its equity in itscommodity futures trading account, consisting of cash, net unrealizedappreciation (depreciation) on open futures and forward contracts andinterest receivable. Because of the low margin deposits normallyrequired in commodity futures trading, relatively small price movementsmay result in substantial losses to the Partnership. While substantiallosses could lead to a substantial decrease in liquidity, no suchlosses occurred in the first quarter of 2005.

ThePartnership's capital consists of capital contributions, asincreased or decreased by realized and/or unrealized gains or losses oncommodity futures trading and expenses, interest income, redemptions ofRedeemable Units and distributions of profits, if any.

For thethree months ended March 31, 2005, Partnership capital decreased20.2% from $125,370,686 to $100,043,337. This decrease wasattributable to a net loss from operations of $21,195,890, coupled withthe redemption of 2,745.2272. Redeemable Units of Limited PartnershipInterest totaling $4,131,459. Future redemptions can impact the amountof funds available for investment 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, disclosuresof contingent assets and liabilities at the date of the financialstatements and reported amounts of revenues and expenses during thereporting period. Actual results could differ from these estimates.

All commodity interests (including derivative financial instrumentsand derivative commodity instruments) are used for trading purposes.The commodity interests are recorded on trade date and open contractsare recorded in the statements of financial condition at fair value onthe last business day of the period, which represents market value forthose commodity interests for which market quotations are readilyavailable or other measures of fair value deemed appropriate bymanagement of the General Partner for those commodity interests andforeign currencies for which market quotations are not readilyavailable. 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 open positions arerecognized in the period in which the contract is closed or the changesoccur and are included in net gains (losses) on trading of commodityinterests.

Foreign currency contracts are those contracts wherethe 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 on the contracts as measured by the difference between the forwardforeign exchange rates at the dates of entry into the contracts and theforward rates at the reporting date, is included in the statements offinancial condition. Realized gains (losses) and changes in unrealizedvalues on foreign currency contracts are recognized in the period inwhich the contract is closed or the changes occur and are included inthe statements of income and expenses and partners' capital.

Results of Operations

During thePartnership's first quarter of 2005, the Net Asset Value perRedeemable Unit decreased 17.0% from $1,764.08 to $1,464.27 ascompared to an increase of 7.7% in the first quarter of 2004.The Partnership experienced a net trading loss before brokeragecommissions and related fees in the first quarter of 2005 of$19,695,369. Losses were primarily attributable to the trading ofcommodity futures in currencies, non-U.S. interest rates, energy,grains and indices and were partially offset by gains in metals, softsand U.S. interest rates. The Partnership experienced a net trading gainbefore brokerage commissions and related fees in the first quarter of2004 of $17,259,100. Gains were primarily attributable to the tradingof commodity futures in U.S. and non-U.S. interest rates, energy,grains, livestock, indices and metals and were partially offset bylosses in softs and currencies.

13

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Results for the first quarter werehighlighted by difficult trading conditions in volatile energy andfinancial markets and resulted in effectively giving back much of thegains from the fourth quarter 2004.

First quarter performancewas adversely affected by sharp trend-reversals and general choppyprice patterns across a number of markets. Energy price increases,particularly in crude oil and natural gas that had produced profitsthrough much of the last third of 2004, initially weakened againstadvisor's positions, then later regained strength. Theseconditions in energy markets produced losses for thePartnership's advisor.

Similarly, the U.S. dollar, whichhad generated profits consistently in 2004, began to reverse itslong-term decline and moved back to the low 130s in relation to theEuro. This move was particularly disruptive in January but continuedthrough the quarter as the markets produced no identifiable direction.Trading in interest rate contracts was mixed while stock indices showedsome strength in February but not sufficient to offset substantiallosses in January and March. Metals and agricultural trading wasslightly positive for the quarter.

Commodity futures markets arehighly volatile. The potential for broad and rapid price fluctuationsincreases the risks involved in commodity trading, but also increasesthe possibility of profit. The profitability of the Partnership dependson the existence of major price trends and the ability of the Advisorto correctly identify those price trends. Price trends are influencedby, among other things, changing supply and demand relationships,weather, governmental, agricultural, commercial and trade programs andpolicies, national and international political and economic events andchanges in interest rates. To the extent that market trends exist andthe Advisor is able to identify them, the Partnership expects toincrease capital through operations.

Interest income on80% of the Partnership's daily average equity maintainedin cash was earned at a 30-day U.S. Treasury bill rate determinedweekly by CGM based on the average non-competitive yield on 3-monthU.S. Treasury bills maturing in 30 days. CGM may continue to maintainthe Partnership's assets in cash and/or place all of thePartnership's assets in 90-day Treasury bills and pay thePartnership 80% of the interest earned on the Treasury billspurchased. CGM will retain 20% of any interest earned onTreasury bills. Interest income for the three months ended March 31,2005 increased by $243,252, as compared to the corresponding period in2004. The increase in interest income is primarily due to higherinterest rates during the three months ended March 31, 2005 as comparedto the corresponding period in 2004.

Brokerage commissions arecalculated as a percentage of the Partnership's adjusted netasset value on the last day of each month and are affected by tradingperformance, additions and redemptions. Accordingly, they must beanalyzed in relation to the fluctuations in the monthly net assetvalues. Commissions and fees for the three months ended March 31, 2005decreased by $748,302 as compared to the corresponding period in 2004.Commissions decreased in the first quarter of 2005 due to lowermonth-end net assets as compared to the corresponding period in2004.

Management fees are calculated as a percentage of thePartnership's net asset value as of the end of each month and areaffected by trading performance, additions and redemptions. Managementfees for the three months ended March 31, 2005 decreased by $271,306 ascompared to the corresponding period in 2004. Management fees decreasedduring the first quarter of 2005 due to lower month-end net assets ascompared to the corresponding period in 2004.

Administrativefees are paid to the General Partner for administering the business andaffairs of the Partnership. These fees are calculated as a percentageof the Partnership's net asset value as of the end of each monthand are affected by trading performance and redemptions. Administrativefees for the three months ended March 31, 2005 decreased by $67,826 ascompared to the corresponding period in 2003. Administrative feesdecreased due to lower month-end net assets in the first quarter of2004 as compared to the corresponding period in 2004.

Incentivefees are based on the new trading profits generated by the Advisor atthe end of the quarter as defined in the advisory agreements betweenthe Partnership, the General Partner and the Advisor. There were noincentive fees for the three months ended March 31, 2005. Tradingperformance for the three months ended March 31, 2004 resulted inincentive fees of $2,826,991.

14

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Item 3.    Quantitative and QualitativeDisclosures about Market Risk

The Partnership is a speculativecommodity pool. The market sensitive instruments held by it areacquired for speculative trading purposes, and all or substantially allof the Partnership's assets are subject to the risk of tradingloss. Unlike an operating company, the risk of market sensitiveinstruments is integral, not incidental, to the Partnership'smain line of business.

Market movements result in frequentchanges in the fair market value of the Partnership's openpositions and, consequently, in its earnings and cash flow. ThePartnership's market risk is influenced by a wide variety offactors, including the level and volatility of interest rates, exchangerates, equity price levels, the market value of financial instrumentsand contracts, the diversification effects among thePartnership's open positions and the liquidity of the markets inwhich it trades.

The Partnership rapidly acquires and liquidatesboth long and short positions in a wide range of different markets.Consequently, it is not possible to predict how a particular futuremarket scenario will affect performance, and the Partnership'spast performance is not necessarily indicative of its futureresults.

Value at Risk is a measure of the maximum amount whichthe Partnership could reasonably be expected to lose in a given marketsector. However, the inherent uncertainty of the Partnership'sspeculative trading and the recurrence in the markets traded by thePartnership of market movements far exceeding expectations could resultin actual trading or non-trading losses far beyond the indicated Valueat Risk or the Partnership's experience to date (i.e.,"risk of ruin"). In light of the foregoing aswell as the risks and uncertainties intrinsic to all futureprojections, the inclusion of the quantification in this section shouldnot be considered to constitute any assurance or representation thatthe Partnership's losses in any market sector will be limited toValue at Risk or by the Partnership's attempts to manage itsmarket risk.

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

The followingtable indicates the trading Value at Risk associated with thePartnership's open positions by market category as of March 31,2005 and the highest, lowest and average values during the three monthsended March 31, 2005. All open position trading risk exposures of thePartnership have been included in calculating the figures set forthbelow. As of March 31, 2005, the Partnership's totalcapitalization was $100,043,337. There has been no material change inthe trading Value at Risk information previously disclosed in thePartnership's Annual Report on Form 10-K for the year endedDecember 31, 2004.

March 31, 2005(Unaudited)

|                       |  |               |            |                         |  |                                 |       |                  |  |                      |            |        |  |        |           |        |  |        |           |        |  |  |
|-----------------------|--|---------------|------------|-------------------------|--|---------------------------------|-------|------------------|--|----------------------|------------|--------|--|--------|-----------|--------|--|--------|-----------|--------|--|--|
|                  |  |          |            |                    |  | Threemonths ended March 31,2005 |
| MarketSector          |  | Value at Risk |            | % ofTotalCapitalization |  | High Value atRisk               |       | LowValue at Risk |  | Average ValueatRisk* |
| Currencies –OTC |  | $             | 629,595    |                    |  |                            | 0.63  | %           |  | $                    | 5,789,160  |   |  | $      | 383,009   |   |  | $      | 804,394   |   |
| Energy                |  |          | 1,369,875  |                    |  |                            | 1.37  | %           |  |                 | 1,425,125  |   |  |   | 133,100   |   |  |   | 619,625   |   |
| Grains                |  |          | 150,000    |                    |  |                            | 0.15  | %           |  |                 | 293,400    |   |  |   | 17,400    |   |  |   | 50,000    |   |
| InterestRatesU.S.     |  |          | 1,851,850  |                    |  |                            | 1.86  | %           |  |                 | 1,878,000  |   |  |   | 330,820   |   |  |   | 1,168,833 |   |
| InterestRatesNon-U.S. |  |          | 766,059    |                    |  |                            | 0.76  | %           |  |                 | 4,742,211  |   |  |   | 523,186   |   |  |   | 1,814,042 |   |
| Metals:–OTC     |  |          | 1,750,640  |                    |  |                            | 1.75  | %           |  |                 | 1,750,640  |   |  |   | 837,725   |   |  |   | 1,406,497 |   |
| Softs                 |  |          | 32,900     |                    |  |                            | 0.03  | %           |  |                 | 147,400    |   |  |   | 22,000    |   |  |   | 50,793    |   |
| Indices               |  |          | 6,899,889  |                    |  |                            | 6.90  | %           |  |                 | 15,462,251 |   |  |   | 6,760,785 |   |  |   | 8,076,005 |   |
| Total                 |  | $             | 13,450,808 |                    |  |                            | 13.45 | %           |  |                 |       |   |  |   |      |   |  |   |      |   |
|                       |

|   |                                    |
|---|------------------------------------|
| * | Averageof month-end Values at Risk |

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Item 4.    Controls and Procedures

Based on their evaluation of the Partnership's disclosurecontrols and procedures as of March 31, 2005, the Chief ExecutiveOfficer and Chief Financial Officer have concluded that such controlsand procedures are effective.

During the Partnership'slast fiscal quarter, no changes occurred in the Partnership'sinternal control over financial reporting that have materiallyaffected, or are reasonably likely to materially affect, thePartnership's internal control over financialreporting.

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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.

Enron Corp.

In April  2005,Citigroup, along with other financial institution defendants, reachedan agreement-in-principle to settle four state-court actions brought byvarious investment funds, which were not previously consolidated orcoordinated with the NEWBY action. The four cases are OCM OPPORTUNITIESFUND III, L.P., et al. v. CITIGROUP  INC., et al.; PACIFICINVESTMENT MANAGEMENT CO. LLC, et al. v. CITIGROUP  INC., et al.;AUSA LIFE INSURANCE v. CITIGROUP  INC., et al. and PRINCIPALGLOBAL INVESTORS v. CITIGROUP  INC., et al. The amounts to bepaid in settlement of these actions are covered by existing litigationreserves.

Dynegy  Inc.

The court had previouslydenied lead plaintiff's motion for leave to amend; no appeal wasyet timely while the remainder of the case remained pending. OnApril  15, 2005, as part of a global settlement involving alldefendants, Citigroup entered into a memorandum of understanding tosettle this case. The amount to be paid in settlement is covered byexisting litigation reserves.

WorldCom,  Inc.

TheDistrict Court approved the settlement of the IN RE TARGETS SECURITIESLITIGATION on April  22, 2005.

Global Crossing

The plaintiffs and the Citigroup Related Defendants have enteredinto a definitive settlement agreement in the IN RE GLOBALCROSSING,  LTD SECURITIES LITIGATION; the settlement waspreliminarily approved by the Court on March  8, 2005. The amountto be paid in settlement is covered by existing litigationreserves.

Research

Two putative class actions againstCGMI asserting common law claims on behalf of CGMI customers inconnection with published investment research have been dismissed byUnited States District Courts, the dismissals of which were affirmed bythe United States Court of Appeals for the Third and Ninth Circuits,respectively. Plaintiffs in the Ninth Circuit case have sought reviewby the United States Supreme Court; their petition for a writ ofcertiorari, which CGMI opposed, is pending before that court.

Mutual Funds

CGMHI entered into a settlement with the SECwith respect to revenue sharing and sales of classes of funds.

Investigations of Euro Zone Government Bonds Trade

TheGerman prosecutors have declined to take any actions against theemployees in connection with this matter.

Item2.    Unregistered Sales of Equity Securities and Use ofProceeds

The Partnership no longer offers Redeemable Units atthe net asset value per Redeemable Unit at the end of each month. TheRedeemable Units were issued in reliance upon applicable exemptionsfrom registration under Section 4(2) of the Securities Act of 1933, asamended, and Section 506 of Regulation D promulgated thereunder.

17

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Proceeds from the sale of additionalRedeemable Units are used in the trading of commodity interestsincluding futures contracts, options and forwards contracts.

Thefollowing chart 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 ofPublicly Announced Plans or Programs |  | (d) MaximumNumber (or Approximate Dollar Value) of Shares (orUnits) that May Yet Be Purchased Under the Plans orPrograms |
| January 1, 2005 -January 31,2005   |  |                                            | 487.7594   |                                        |  | $1,555.30                                                                                     |  |                                                                                                                     | N/A |   |  |   | N/A |   |
| February1, 2005 - February 28,2005 |  |                                            | 921.6044   |                                        |  | $1,537.30                                                                                     |  |                                                                                                                     | N/A |   |  |   | N/A |   |
| March1, 2005 - March 31,2005       |  |                                            | 1,335.8634 |                                        |  | $1,464.27                                                                                     |  |                                                                                                                     | N/A |   |  |   | N/A |   |
| Total                              |  |                                            | 2,745.2272 |                                        |  | $1,518.96                                                                                     |  |                                                                                                                     | 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 cancompel redemption but to date the General Partner has not exercisedthis right. Purchases of Redeemable Units by the Partnership reflectedin the chart above were made in the ordinary course of thePartnership's business in connection with effecting redemptionsfor Limited Partners. |

|  |                                                                                                                                           |
|--|-------------------------------------------------------------------------------------------------------------------------------------------|
|  | ** Redemptions of RedeemableUnits are effected as of the last day of each month at the Net AssetValue 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

Item6.    Exhibits

|        |                                                                                                                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The exhibits required tobe filed by Item 601 of Regulation S-K are incorporated herein byreference to the exhibit index of the Partnership's Annual Reporton Form 10-K for the period ended December 31, 2004. |

|        |                                                                                                             |
|--------|-------------------------------------------------------------------------------------------------------------|
|   | Exhibit – 31.1 – Rule13a-14(a)/15d-14(a) Certification (Certification of President andDirector) |

|        |                                                                                                                           |
|--------|---------------------------------------------------------------------------------------------------------------------------|
|   | Exhibit – 31.2 – Rule13a-14(a)/15d-14(a) Certification (Certification of Chief FinancialOfficer and Director) |

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

|        |                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------|
|   | Exhibit – 32.2 –Section 1350 Certification (Certification of Chief Financial Officerand Director). |

18

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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.

SALOMONSMITH BARNEY FAIRFIELD FUTURES FUND L.P.

|        |  |                                                            |  |  |  |  |
|--------|--|------------------------------------------------------------|--|--|--|--|
| By:    |  | CitigroupManaged Futures LLC                               |
|   |  | (General Partner)                                          |
| By:    |  | /s/    DavidJ. Vogel                   |
|   |  | David J.Vogel,President and Director                       |
| Date:  |  | May10,2005                                                 |
| By:    |  | /s/Daniel R. McAuliffe,Jr.                                 |
|   |  | Daniel R.McAuliffe, Jr.Chief Financial Officer andDirector |
| Date:  |  | May10, 2005                                                |
|        |

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