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 endedSeptember 30, 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 731Lexington Avenue – 25th 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   

Indicate by check mark whetherthe registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).

Yes         NoX

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SALOMON SMITH BARNEYFAIRFIELD FUTURES FUND L.P.

FORM 10-Q

INDEX

|                               |  |                                                                                                                                |        |            |              |        |  |  |  |  |
|-------------------------------|--|--------------------------------------------------------------------------------------------------------------------------------|--------|------------|--------------|--------|--|--|--|--|
|                          |  |                                                                                                                           |        | PageNumber |
| PARTI - FinancialInformation: |  |                                                                                                                           |   |       |
| Item1.                        |  | FinancialStatements:                                                                                                           |        |       |         |   |
|                          |  | Statements of FinancialConditionat September 30, 2005 and December 31,2004(unaudited).                                         |        |       | 3            |   |
|                          |  | CondensedSchedules of Investmentsat September 30, 2005 and December 31,2004(unaudited).                                        |        |       | 4 –5   |   |
|                          |  | Statements of Income and ExpensesandPartners' Capital for the three and ninemonths endedSeptember 30, 2005 and2004(unaudited). |        |       | 6            |   |
|                          |  | Statementsof Cash Flows for the three and nine months ended September 30,2005 and 2004(unaudited).                             |        |       | 7            |   |
|                          |  | Notes toFinancial Statements(unaudited).                                                                                       |        |       | 8 –11  |   |
| Item2.                        |  | Management's Discussion andAnalysis of FinancialConditionand Results ofOperations.                                             |        |       | 12 –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)

|                                                                                                                                         |  |                  |            |                 |  |        |             |        |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------|--|------------------|------------|-----------------|--|--------|-------------|--------|--|--|
|                                                                                                                                    |  | September30,2005 |            | December31,2004 |
| **Assets:**                                                                                                                             |  |             |       |            |  |   |        |   |
| Equityin commodity futures tradingaccount:                                                                                              |  |             |       |            |  |   |        |   |
| Cash (Restricted$9,359,760 and $29,455,643 in 2005 and 2004, respectively)                                                              |  | $                | 80,395,229 |            |  | $      | 129,515,744 |   |
| Netunrealized appreciation on open futurespositions                                                                                     |  |             | 1,492,664  |            |  |   | 2,936,841   |   |
| Unrealized appreciation on open forwardcontracts                                                                                        |  |             | 2,903,432  |            |  |   | 5,771,456   |   |
|                                                                                                                                    |  |             | 84,791,325 |            |  |   | 138,224,041 |   |
| Interestreceivable                                                                                                                      |  |             | 57,030     |            |  |   | 22,316      |   |
|                                                                                                                                    |  | $                | 84,848,355 |            |  | $      | 138,246,357 |   |
| **Liabilitiesand Partners'Capital:**                                                                                                    |  |             |       |            |  |   |        |   |
| Liabilities:                                                                                                                            |  |             |       |            |  |   |        |   |
| Unrealizeddepreciation on open forward contracts                                                                                        |  | $                | 1,195,716  |            |  | $      | 7,345,959   |   |
| Accruedexpenses:                                                                                                                        |  |             |       |            |  |   |        |   |
| Commissions                                                                                                                             |  |             | 309,400    |            |  |   | 498,924     |   |
| Managementfees                                                                                                                          |  |             | 136,838    |            |  |   | 220,823     |   |
| Administrative fees                                                                                                                     |  |             | 34,210     |            |  |   | 55,206      |   |
| Other                                                                                                                                   |  |             | 99,992     |            |  |   | 44,792      |   |
| Redemptionspayable                                                                                                                      |  |             | 2,580,895  |            |  |   | 4,709,967   |   |
|                                                                                                                                    |  |             | 4,357,051  |            |  |   | 12,875,671  |   |
| Partners'Capital:                                                                                                                       |  |             |       |            |  |   |        |   |
| General Partner,864.9335 Unit equivalents outstanding in 2005 and2004                                                                   |  |             | 1,223,518  |            |  |   | 1,525,816   |   |
| Limited Partners, 56,036.4014 and 70,203.4817 RedeemableUnits of Limited Partnership Interest outstanding in 2005 and 2004,respectively |  |             | 79,267,786 |            |  |   | 123,844,870 |   |
|                                                                                                                                    |  |             |       |            |  |   |        |   |
|                                                                                                                                    |  |             | 80,491,304 |            |  |   | 125,370,686 |   |
|                                                                                                                                    |  |             |       |            |  |   |        |   |
|                                                                                                                                    |  | $                | 84,848,355 |            |  | $      | 138,246,357 |   |
|                                                                                                                                         |

SeeAccompanying Notes to Financial Statements.

3

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Salomon Smith Barney Fairfield FuturesFund L.P.Condensed Schedule of InvestmentsSeptember 30,2005(Unaudited)

|                                      |  |                                                     |          |           |           |         |  |  |  |  |
|--------------------------------------|--|-----------------------------------------------------|----------|-----------|-----------|---------|--|--|--|--|
| Sector                               |  | Contract                                            |          | FairValue |
| Currencies                           |  |                                                |          |      |      |    |
|                                 |  | Futurescontracts sold 0.00%*                        |          | $         | 875       |    |
|                                 |  | Unrealized appreciation onforward contracts 2.00%   |          |      | 1,608,970 |    |
|                                 |  | Unrealized depreciation on forward contracts(0.43)% |          |      | (347,738  | )  |
| Total Currencies1.57%                |  |                                                |          |      | 1,262,107 |    |
| Energy 0.07%                         |  | Futurescontracts purchased0.07%                     |          |      | 52,807    |    |
| Grains 0.04%                         |  | Futurescontracts sold0.04%                          |          |      | 33,212    |    |
| Interest Rates U.S.                  |  |                                                |          |      |      |    |
|                                 |  | Futures contracts purchased(0.03)%                  |          |      | (22,906   | )  |
|                                 |  | Futurescontracts sold0.11%                          |          |      | 84,655    |    |
| Total Interest Rates 0.08%           |  |                                                |          |      | 61,749    |    |
| Interest Rates Non - U.S.            |  |                                                |          |      |      |    |
|                                 |  | Futures contracts purchased(0.34)%                  |          |      | (278,068  | )  |
|                                 |  | Futurescontracts sold0.02%                          |          |      | 18,898    |    |
| Total Interest Rates Non-U.S.(0.32)% |  |                                                | (259,170 | )    |
| Metals                               |  |                                                |          |      |      |    |
|                                 |  | Futurescontracts purchased 0.19%                    |          |      | 154,740   |    |
|                                 |  | Unrealized appreciation onforward contracts 1.61%   |          |      | 1,294,462 |    |
|                                 |  | Unrealized depreciation on forward contracts(1.05)% |          |      | (847,978  | )  |
|                                 |  | Total forward contracts0.56%                        |          |      | 446,484   |    |
| TotalMetals0.75%                     |  |                                                |          |      | 601,224   |    |
| Softs                                |  |                                                |          |      |      |    |
|                                 |  | Futures contracts purchased0.12%                    |          |      | 100,845   |    |
|                                 |  | Futurescontracts sold0.03%                          |          |      | 20,944    |    |
| Total Softs0.15%                     |  |                                                |          |      | 121,789   |    |
| Indices                              |  |                                                |          |      |      |    |
|                                 |  | Futurescontracts purchased 1.66%                    |          |      | 1,339,409 |    |
|                                 |  | Futures contracts sold(0.02)%                       |          |      | (12,747   | )  |
| Total Indices1.64%                   |  |                                                |          |      | 1,326,662 |    |
| Total Fair Value3.98%                |  |                                                |          | $         | 3,200,380 |    |
|                                      |

|                    |  |                           |           |                              |  |        |        |         |  |  |
|--------------------|--|---------------------------|-----------|------------------------------|--|--------|--------|---------|--|--|
| CountryComposition |  | Investments at Fair Value |           | %ofInvestments at Fair Value |
| Australia          |  | $                         | 1,862     |                         |  |   | 0.06   | %  |
| France             |  |                      | 131,525   |                         |  |   | 4.11   |    |
| Germany            |  |                      | 63,601    |                         |  |   | 1.99   |    |
| HongKong           |  |                      | 88,236    |                         |  |   | 2.76   |    |
| Japan              |  |                      | 692,939   |                         |  |   | 21.65  |    |
| Spain              |  |                      | 116,636   |                         |  |   | 3.64   |    |
| UnitedKingdom      |  |                      | 430,132   |                         |  |   | 13.44  |    |
| UnitedStates       |  |                      | 1,675,449 |                         |  |   | 52.35  |    |
|               |  | $                         | 3,200,380 |                         |  |   | 100.00 | %  |
|                    |

Percentages are based onPartners' capital unless otherwiseindicated.

|   |                 |
|---|-----------------|
| * | Due torounding. |

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 EndedSeptember 30, |            | Nine MonthsEndedSeptember30, |
|                                                                                                                                      |  | 2005                           |            | 2004                         |  | 2005   |             | 2004    |
| **Income:**                                                                                                                               |  |                           |       |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Netgains (losses) on trading of commodityinterests:                                                                                       |  |                           |       |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Realized gains(losses) on closed positions                                                                                                |  | $                              | 3,956,892  |                         |  | $      | (15,107,969 | )  |  | $      | (23,416,415 | )  |  | $      | (8,150,099  | )  |
| Change in unrealized gains (losses) on openpositions                                                                                      |  |                           | (2,558,721 | )                       |  |   | 9,198,120   |    |  |   | 1,838,042   |    |  |   | (5,351,137  | )  |
|                                                                                                                                      |  |                           | 1,398,171  |                         |  |   | (5,909,849  | )  |  |   | (21,578,373 | )  |  |   | (13,501,236 | )  |
| Interest income                                                                                                                           |  |                           | 569,709    |                         |  |   | 288,403     |    |  |   | 1,608,584   |    |  |   | 819,370     |    |
|                                                                                                                                      |  |                           | 1,967,880  |                         |  |   | (5,621,446  | )  |  |   | (19,969,789 | )  |  |   | (12,681,866 | )  |
|                                                                                                                                      |  |                           |       |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| **Expenses:**                                                                                                                             |  |                           |       |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Brokeragecommissions including clearing fees of $34,183, $42,316, $91,812, and$130,967, respectively                                 |  |                           | 1,046,616  |                         |  |   | 1,430,489   |    |  |   | 3,509,882   |    |  |   | 5,211,381   |    |
| Management fees                                                                                                                           |  |                           | 424,122    |                         |  |   | 591,086     |    |  |   | 1,394,003   |    |  |   | 2,070,335   |    |
| Administrative Fees                                                                                                                       |  |                           | 106,031    |                         |  |   | 147,771     |    |  |   | 348,502     |    |  |   | 517,584     |    |
| Other                                                                                                                                     |  |                           | 81,590     |                         |  |   | 25,815      |    |  |   | 143,256     |    |  |   | 77,806      |    |
| Incentivefees                                                                                                                             |  |                           | —    |                         |  |   | —     |    |  |   | —     |    |  |   | 2,826,991   |    |
|                                                                                                                                      |  |                           | 1,658,359  |                         |  |   | 2,195,161   |    |  |   | 5,395,643   |    |  |   | 10,704,097  |    |
| Net income(loss)                                                                                                                          |  |                           | 309,521    |                         |  |   | (7,816,607  | )  |  |   | (25,365,432 | )  |  |   | (23,385,963 | )  |
| Redemptions                                                                                                                               |  |                           | (7,362,140 | )                       |  |   | (5,780,835  | )  |  |   | (19,513,950 | )  |  |   | (16,396,605 | )  |
| Net decrease in Partners'capital                                                                                                          |  |                           | (7,052,619 | )                       |  |   | (13,597,442 | )  |  |   | (44,879,382 | )  |  |   | (39,782,568 | )  |
| Partners' capital, beginning ofperiod                                                                                                     |  |                           | 87,543,923 |                         |  |   | 127,125,254 |    |  |   | 125,370,686 |    |  |   | 153,310,380 |    |
| Partners' capital, end ofperiod                                                                                                           |  | $                              | 80,491,304 |                         |  | $      | 113,527,812 |    |  | $      | 80,491,304  |    |  | $      | 113,527,812 |    |
| Net asset value per Redeemable Unit (56,901.3349 and75,909.3731 Redeemable Units outstanding at September 30, 2005 and2004, respectively) |  | $                              | 1,414.58   |                         |  | $      | 1,495.57    |    |  | $      | 1,414.58    |    |  | $      | 1,495.57    |    |
| Net gain (loss) per Redeemable Unit of Limited PartnershipInterest and General Partner Unitequivalent                                     |  | $                              | 8.49       |                         |  | $      | (98.05      | )  |  | $      | (349.50     | )  |  | $      | (292.57     | )  |
|                                                                                                                                           |

See Accompanying Notes toFinancial Statements.

6

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

|                                                                                                  |  |                                |            |                              |  |        |             |         |  |        |             |         |  |        |             |         |  |  |
|--------------------------------------------------------------------------------------------------|--|--------------------------------|------------|------------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                             |  | ThreeMonths EndedSeptember 30, |            | Nine MonthsEndedSeptember30, |
|                                                                                             |  | 2005                           |            | 2004                         |  | 2005   |             | 2004    |
| Cashflows from operatingactivities:                                                              |  |                           |       |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Net gain(loss)                                                                                   |  | $                              | 309,521    |                         |  | $      | (7,816,607  | )  |  | $      | (25,365,432 | )  |  | $      | (23,385,963 | )  |
| Adjustments to reconcile net income (loss) tonet cash provided by (used in) operatingactivities: |  |                           |       |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Changes in operatingassets and liabilities:                                                      |  |                           |       |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| (Increase) decrease inrestricted cash                                                            |  |                           | 7,827,554  |                         |  |   | (4,270,057  | )  |  |   | 20,095,883  |    |  |   | 6,437,505   |    |
| (Increase) decrease in net unrealized appreciation onopen futures positions                      |  |                           | 2,379,909  |                         |  |   | (5,758,039  | )  |  |   | 1,444,177   |    |  |   | 1,266,596   |    |
| (Increase) decrease in unrealized appreciation on openforward contracts                          |  |                           | 1,753,725  |                         |  |   | 415,617     |    |  |   | 2,868,024   |    |  |   | 9,062,690   |    |
| (Increase)decrease in interestreceivable                                                         |  |                           | (4,762     | )                       |  |   | (8,726      | )  |  |   | (34,714     | )  |  |   | (20,978     | )  |
| Increase (decrease) in unrealized depreciation on openfutures contracts                          |  |                           | —    |                         |  |   | (3,115,056  | )  |  |   | —     |    |  |   | —     |    |
| Increase (decrease) in unrealized depreciation on openforwardcontracts                           |  |                           | (1,574,913 | )                       |  |   | (740,642    | )  |  |   | (6,150,243  | )  |  |   | (4,978,149  | )  |
| Accruedexpenses:                                                                                 |  |                           |       |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Increase (decrease) incommissions                                                                |  |                           | (19,861    | )                       |  |   | (51,654     | )  |  |   | (189,524    | )  |  |   | (179,071    | )  |
| Increase (decrease) in managementfees                                                            |  |                           | (8,855     | )                       |  |   | (22,910     | )  |  |   | (83,985     | )  |  |   | (79,340     | )  |
| Increase (decrease) in administrativefees                                                        |  |                           | (2,213     | )                       |  |   | (5,728      | )  |  |   | (20,996     | )  |  |   | (19,835     | )  |
| Increase (decrease) in incentivefees                                                             |  |                           | —    |                         |  |   | —     |    |  |   | —     |    |  |   | (2,810,786  | )  |
| Increase (decrease) in due toCGM                                                                 |  |                           | —    |                         |  |   | (2,273      | )  |  |   | —     |    |  |   | (14,614     | )  |
| Increase (decrease) inother                                                                      |  |                           | 36,751     |                         |  |   | 23,145      |    |  |   | 55,200      |    |  |   | 51,958      |    |
| Net cash providedby (used in) operatingactivities                                                |  |                           | 10,696,856 |                         |  |   | (21,352,930 | )  |  |   | (7,381,610  | )  |  |   | (14,669,987 | )  |
| Cash flows from financingactivities:                                                             |  |                           |       |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Payments forredemptions—LimitedPartners                                                    |  |                           | (5,685,142 | )                       |  |   | (6,130,198  | )  |  |   | (21,643,022 | )  |  |   | (16,394,501 | )  |
| Net change in cash                                                                               |  |                           | 5,011,714  |                         |  |   | (27,483,128 | )  |  |   | (29,024,632 | )  |  |   | (31,064,488 | )  |
| Unrestricted cash, at beginning ofperiod                                                         |  |                           | 66,023,755 |                         |  |   | 120,988,367 |    |  |   | 100,060,101 |    |  |   | 124,569,727 |    |
| Unrestricted cash, at end ofperiod                                                               |  | $                              | 71,035,469 |                         |  | $      | 93,505,239  |    |  | $      | 71,035,469  |    |  | $      | 93,505,239  |    |
|                                                                                                  |

See AccompanyingNotes to Financial Statements.

7

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Salomon Smith BarneyFairfield Futures Fund L.P. Notes to Financial StatementsSeptember 30, 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 12,423 redeemable units of LimitedPartnership Interest ("Redeemable Units") and126 Units of General Partnership Interest. The Partnership commencedtrading on June 5, 2002.

Citigroup Managed Futures LLC, acts asthe general partner (the "General Partner")of the Partnership. The Partnership's commodity broker isCitigroup Global Markets Inc. ("CGM"). CGM isan affiliate of the General Partner. The General Partner is whollyowned by Citigroup Global Markets Holdings Inc.("CGMHI"), which is the sole owner of CGM.CGMHI is a wholly owned subsidiary of Citigroup Inc. As of September30, 2005, all trading decisions for the Partnership are made by GrahamCapital Management, L.P. (the "Advisor").

The accompanying financial statements are unaudited but, in theopinion of management, include all adjustments, consisting only ofnormal recurring adjustments, necessary for a fair presentation of thePartnership's financial condition at September 30, 2005 andDecember 31, 2004 and the results of its operations and cash flows forthe three and nine months ended September 30, 2005 and 2004. Thesefinancial statements present the results of interim periods and do notinclude all disclosures normally provided in annual financialstatements. You should read these financial statements together withthe financial statements and notes included in the Partnership'sAnnual Report on Form 10-K filed with the Securities and ExchangeCommission for the year ended December 31, 2004.

Due to thenature of commodity trading, the results of operations for the interimperiods presented should not be considered indicative of the resultsthat may be expected for the entire year.

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Salomon Smith Barney Fairfield FuturesFund L.P. Notes to Financial Statements September 30,2005 (Unaudited)

2.    Financial Highlights:

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

|                                                        |  |                                |          |                              |  |        |          |         |  |        |          |         |  |        |          |         |  |  |
|--------------------------------------------------------|--|--------------------------------|----------|------------------------------|--|--------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                                                   |  | ThreeMonths EndedSeptember 30, |          | Nine MonthsEndedSeptember30, |
|                                                   |  | 2005                           |          | 2004                         |  | 2005   |          | 2004    |
| Netrealized and unrealized gains(losses)*              |  | $                              | 9.18     |                         |  | $      | (91.97   | )  |  | $      | (345.41  | )  |  | $      | (236.49  | )  |
| Interestincome                                         |  |                           | 9.34     |                         |  |   | 3.68     |    |  |   | 24.60    |    |  |   | 10.08    |    |
| Expenses**                                             |  |                           | (10.03   | )                       |  |   | (9.76    | )  |  |   | (28.69   | )  |  |   | (66.16   | )  |
| Increase(decrease) for theperiod                       |  |                           | 8.49     |                         |  |   | (98.05   | )  |  |   | (349.50  | )  |  |   | (292.57  | )  |
| NetAsset Value per Redeemable Unit, beginning ofperiod |  |                           | 1,406.09 |                         |  |   | 1,593.62 |    |  |   | 1,764.08 |    |  |   | 1,788.14 |    |
| NetAsset Value per Redeemable Unit, end ofperiod       |  | $                              | 1,414.58 |                         |  | $      | 1,495.57 |    |  | $      | 1,414.58 |    |  | $      | 1,495.57 |    |
|                                                        |

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

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

|                                               |  |                                 |         |                              |  |        |         |          |  |        |         |          |  |        |        |          |  |  |
|-----------------------------------------------|--|---------------------------------|---------|------------------------------|--|--------|---------|----------|--|--------|---------|----------|--|--------|--------|----------|--|--|
|                                          |  | ThreeMonths Ended September 30, |         | Nine MonthsEndedSeptember30, |
|                                          |  | 2005                            |         | 2004                         |  | 2005   |         | 2004     |
| Ratioto average net assets:****               |  |                            |    |                         |  |   |    |     |  |   |    |     |  |   |   |     |
| Netinvestment loss before incentive fees***** |  |                            | (5.2    | )%                      |  |   | (6.4    | )%  |  |   | (5.4    | )%  |  |   | (6.9   | )%  |
| Operatingexpenses                             |  |                            | 7.9     | %                       |  |   | 7.4     | %   |  |   | 7.6     | %   |  |   | 7.7    | %   |
| Incentivefees                                 |  |                            | — | %                       |  |   | — | %   |  |   | — | %   |  |   | 2.1    | %   |
| Totalexpenses                                 |  |                            | 7.9     | %                       |  |   | 7.4     | %   |  |   | 7.6     | %   |  |   | 9.8    | %   |
| Totalreturn:                                  |  |                            |    |                         |  |   |    |     |  |   |    |     |  |   |   |     |
| Total return beforeincentivefees              |  |                            | 0.6     | %                       |  |   | (6.2)   | %   |  |   | (19.8   | )%  |  |   | (14.3  | )%  |
| Incentivefees                                 |  |                            | — | %                       |  |   | — | %   |  |   | — | %   |  |   | (2.1   | )%  |
| Totalreturn after incentivefees               |  |                            | 0.6     | %                       |  |   | (6.2)   | %   |  |   | (19.8   | )%  |  |   | (16.4  | )%  |
|                                               |

|      |                                       |
|------|---------------------------------------|
| **** | 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 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 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 thenine and twelve months ended September 30, 2005 and December 31, 2004,based on a monthly calculation, were $1,151,279 and $4,356,763,respectively. The fair values of these commodity interests, includingoptions thereon, if applicable, at September 30, 2005 and December 31,2004, were $3,200,380 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 September 30,2005 (Unaudited)

The General Partner monitors and controlsthe Partnership's risk exposure on a daily basis throughfinancial, credit and risk management monitoring systems, andaccordingly believes that it has effective procedures for evaluatingand limiting the credit and market risks to which the Partnership issubject. These monitoring systems allow the General Partner tostatistically analyze actual trading results with risk-adjustedperformance indicators and correlation statistics. In addition, on-linemonitoring systems provide account analysis of futures, forward andoption positions by sector, margin requirements, gain and losstransactions and collateral positions.

The majority of theseinstruments mature within one year of September 30, 2005. However, dueto the nature of the Partnership's business, these instrumentsmay not be 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 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 third 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 thenine months ended September 30, 2005, Partnership capital decreased35.8% from $125,370,686 to $80,491,304. This decrease wasattributable to a net loss from operations of $25,365,432, coupled withthe redemption of 14,167.0803 Redeemable Units of Limited PartnershipInterest totaling $19,513,950. 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 third quarter of 2005, the Net Asset Value perRedeemable Unit increased 0.6% from $1,406.09 to $1,414.58 ascompared to a decrease of 6.2% in the third quarter of 2004. ThePartnership experienced a net trading gain before brokerage commissionsand related fees in the third quarter of 2005 of $1,398,171. Gains wereprimarily attributable to the trading of commodity futures in softs,energy, and indices and were partially offset by losses in currencies,grains, U.S. and non-U.S. interest rates, and metals. The Partnershipexperienced a net trading loss before brokerage commissions and relatedfees in the third quarter of 2004 of $5,909,849. Losses were primarilyattributable to the trading of commodity futures in currencies, U.S.interest rates, softs, indices and metals and were partially offset bygains in grains, non-U.S. interest rates and energy.

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Third Quarter results reflect strongtrends and profitable trading in the stock index and markets withdirectionless and volatile prices in interest rates and currenciesproducing losses. Periodic trading opportunities in metals and softsprovided additional small gains for the Partnership. The overall netresult was slightly positive for the quarter.

The quarter startedwith a reversing trend in U.S. and European fixed income instruments asyields began to rise prompted by U.S. central bank rate increases. Thisvolatility continued through the remainder of the quarter and led tothe greatest sector loss for the Partnership. The most apparent trendsfor the quarter were in the energy markets as crude oil and natural gasprices rose to historic levels. Substantial profits were made intrading these markets, which saw recent trends exacerbated by theimpact of the two Gulf Coast hurricanes.

The most profitabletrading, however, was in global stock market indices. Prospects ofimproving economic conditions in Japan led to strong profits in Nikkeistock index trading as well. Offsetting profitable stock index tradingwere losses in foreign currency trading. The most notable event in thismarket was the Chinese government decision to unpeg the yuan from theU.S. dollar and its consequent upward revaluation. This led to nearcontinuous adjustments in the relation of the major currenciesthroughout the quarter and range-bound trading in the U.S. dollar.While other commodity markets produced lackluster price trends,precious metals, particularly gold rose to over $400 an ounce, itshighest level in 15 years and produced additional profits for thePartnership's Advisor.

During the Partnership's ninemonths ended September 30, 2005, the Net Asset Value per RedeemableUnit decreased 19.8% from $1,764.08 to $1,414.58 as compared toa decrease of 16.4% during the nine months ended September 30,2004. The Partnership experienced a net trading loss before brokeragecommissions and related fees during the nine months ended September 30,2005 of $21,578,373. Losses were primarily attributable to the tradingof commodity futures in currencies, grains, U.S. and non-U.S. interestrates, metals, and indices and were partially offset by gains in energyand softs. The Partnership experienced a net trading loss beforecommissions and related fees during the nine months ended September 30,2004 of $13,501,236. Losses were primarily attributable to the tradingof commodity futures in currencies, U.S. interest rates, softs andindices and were partially offset by gains in energy, grains, non-U.S.interest rates and metals.

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 and nine months endedSeptember 30, 2005 increased by $281,306 and $789,214, respectively, ascompared to the corresponding periods in 2004. The increase in interestincome is primarily due to higher interest rates during the three andnine months ended September 30, 2005 as compared to the correspondingperiods in 2004.

Brokerage commissions are calculated as apercentage of the Partnership's adjusted net asset value on thelast day of each month and are affected by trading performance,additions and redemptions. Accordingly, they must be analyzed inrelation to the fluctuations in the monthly net asset values.Commissions and fees for the three and nine months ended September 30,2005 decreased by $383,873 and $1,701,499, respectively, as compared tothe corresponding periods in 2004. The decrease in commissions wasprimarily due to lower month-end net assets as compared to thecorresponding periods in 2004.

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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, additions andredemptions. Management fees for the three and nine months endedSeptember 30, 2005 decreased by $166,964 and $676,332, respectively, ascompared to the corresponding periods in 2004. The decrease inmanagement fees was primarily due to lower month-end net assets ascompared to the corresponding periods 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 and nine months ended September 30, 2005 decreasedby $41,740 and $169,082, respectively, as compared to the correspondingperiods in 2004. Administrative fees decreased due to lower month-endnet assets as compared to the corresponding periods in 2004.

Incentive fees are based on the new trading profits generated by theAdvisor at the end of the quarter as defined in the advisory agreementsbetween the Partnership, the General Partner and the Advisor. Therewere no incentive fees earned for the three and nine months endedSeptember 30, 2005. Trading performance for the three and nine monthsended September 30, 2004 resulted in incentive fees earned of $0 and$2,826,991, respectively.

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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 September30, 2005 and the highest, lowest and average values during the threemonths ended September 30, 2005. All open position trading riskexposures of the Partnership have been included in calculating thefigures set forth below. As of September 30, 2005, thePartnership's total capitalization was $80,491,304. 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(Unaudited)

|                             |  |               |           |                         |  |                                     |       |                  |  |                      |           |        |  |        |           |        |  |        |           |        |  |  |
|-----------------------------|--|---------------|-----------|-------------------------|--|-------------------------------------|-------|------------------|--|----------------------|-----------|--------|--|--------|-----------|--------|--|--------|-----------|--------|--|--|
|                        |  |          |           |                    |  | Threemonths ended September 30,2005 |
| MarketSector                |  | Value at Risk |           | % ofTotalCapitalization |  | High Value atRisk                   |       | LowValue at Risk |  | Average ValueatRisk* |
| Currencies:– OTC      |  | $             | 1,864,928 |                    |  |                                | 2.32  | %           |  | $                    | 7,403,003 |   |  | $      | 339,241   |   |  | $      | 3,170,749 |   |
| Energy                      |  |          | 584,000   |                    |  |                                | 0.72  | %           |  |                 | 1,787,000 |   |  |   | 50,000    |   |  |   | 807,000   |   |
| Grains                      |  |          | 37,500    |                    |  |                                | 0.05  | %           |  |                 | 81,000    |   |  |   | 5,400     |   |  |   | 23,900    |   |
| Interest Rates U.S.         |  |          | 84,920    |                    |  |                                | 0.11  | %           |  |                 | 1,727,850 |   |  |   | 56,093    |   |  |   | 161,920   |   |
| Interest RatesNon-U.S.      |  |          | 372,444   |                    |  |                                | 0.46  | %           |  |                 | 3,622,780 |   |  |   | 222,627   |   |  |   | 881,046   |   |
| Metals–ExchangeTraded |  |          | 225,000   |                    |  |                                | 0.28  | %           |  |                 | 247,000   |   |  |   | 73,000    |   |  |   | 198,000   |   |
| –OTC                  |  |          | 243,560   |                    |  |                                | 0.30  | %           |  |                 | 466,783   |   |  |   | 40,700    |   |  |   | 274,980   |   |
| Softs                       |  |          | 91,400    |                    |  |                                | 0.11  | %           |  |                 | 131,400   |   |  |   | 12,000    |   |  |   | 98,963    |   |
| Indices                     |  |          | 4,983,134 |                    |  |                                | 6.19  | %           |  |                 | 9,677,434 |   |  |   | 4,127,071 |   |  |   | 7,017,125 |   |
| Total                       |  | $             | 8,486,886 |                    |  |                                | 10.54 | %           |  |                 |      |   |  |   |      |   |  |   |      |   |
|                             |

|   |                                    |
|---|------------------------------------|
| * | Averageof month-end 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 during theregistrant's last quarter, including any corrective actions withregard 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. JPMORGAN CHASE & CO., ET AL. The complaint names as defendantsCitigroup Inc., Citibank, N.A., Citigroup Global Markets Inc., andseveral JPMorgan entities and alleges fraud, breach of fiduciary dutyand breach of contract arising out of Enron bank debt incurred undertwo syndicated revolving credit facilities and a syndicated letter ofcredit facility.

WorldCom, Inc.

In STURM, ET AL.v. CITIGROUP, ET AL., an NASD arbitration seeking very significantcompensatory and punitive damages, Claimants' common law claims,including fraud, arising out of alleged research analyst conflicts ofinterest related to SSB research coverage of WorldCom, were heard thisquarter.

Citigroup, along with other financial institutiondefendants, entered into a settlement in NEW YORK CITY EMPLOYEES'RETIREMENT SYSTEM v. EBBERS, ET AL., resolving all claims against theCitigroup-related defendants in this WorldCom-related action, which wasbrought by a plaintiff that opted out of the settlement of the WorldComclass action. The settlement amount is covered by existing litigationreserves.

Citigroup along with other financial institutions andother defendants, entered into a settlement resolving all claimsagainst the Citigroup-related defendants in 32 individual actions filedby a single law firm on behalf of 70 institutional plaintiffs that haveopted out of the WorldCom class action settlement. Plaintiffs in theseactions asserted various claims under federal and state law, including,among other things, federal and state securities claims, fraud,negligent misrepresentation and breach of fiduciary duty, in connectionwith the Citigroup-related defendants' research coverage, andunderwriting of WorldCom securities. The settlement amount is coveredby existing litigation reserves.

Global Crossing

On September 12, 2005, Citigroup entered into a settlement with theGlobal Crossing Estate Representative, resolving all claims pending inUnited States Bankruptcy Court for the Southern District of New Yorkagainst the Citigroup-related defendants. The settlement amount iscovered by existing litigation reserves.

Research

On September 27, 2005, Citigroup entered into a memorandum ofagreement settling all claims against the Citigroup-related defendantsin IN RE SALOMON ANALYST AT&T LITIGATION, a putative class actionalleging research analyst conflicts of interest. The settlement amountis covered by existing litigation reserves. The settlement is subjectto judicial approval.

On September 22, 2005, Citigroup reachedan agreement-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 connection with certaininvestors who maintained guided portfolio management accounts at SmithBarney. The settlement amount is covered by existing litigationreserves. The settlement is subject to judicial approval.

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On August 17, 2005, in DISHER v. CITIGROUPGLOBAL MARKETS INC., the United States Court of Appeals for the SeventhCircuit reversed the district court's grant of plaintiffs'motion to remand the case to state court, and directed the districtcourt to dismiss the case as preempted under the Securities LitigationUniform Standards Act ("SLUSA"). The UnitedStates Supreme Court has granted review in another case involving SLUSAthat may affect the Seventh Circuit's dismissal of the Dishermatter.

Adelphia

In May and July of 2005, theUnited States District Court for the Southern District of New Yorkgranted motions to dismiss several claims, based on the running ofapplicable statute of limitations, asserted in the putative class andindividual actions being coordinated under IN RE ADELPHIACOMMUNICATIONS CORPORATION SECURITIES AND DERIVATIVE LITIGATION. Withthe exception of one individual action that was dismissed withprejudice, the court granted the putative class and individualplaintiffs leave to re-plead certain of those claims the court found tobe time-barred. Additional motions to dismiss the class complaint andthe remaining individual complaints on other grounds remainpending.

IPO Securities Litigation

On June 30,2005, the United States Court of Appeals for the Second Circuit enteredan order in IN RE INITIAL PUBLIC OFFERING SECURITIES LITIGATIONagreeing to review the district court's order grantingplaintiffs' motion for class certification.

IPOAntitrust Litigation

On September 28, 2005 the United StatesCourt of Appeals for the Second Circuit in IN RE INITIAL PUBLICOFFERING ANTITRUST LITIGATION vacated the district court's orderdismissing these actions and remanded for further proceedings.

Item 2.    Unregistered Sales of Equity Securities and Use ofProceeds

The Partnership no longer offers RedeemableUnits at the net asset value per Redeemable Unit at the end of eachmonth. The Redeemable Units were issued in reliance upon applicableexemptions from registration under Section 4(2) of the Securities Actof 1933, as amended, and Section 506 of Regulation D promulgatedthereunder.

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

The following chart sets forth the purchases of RedeemableUnits 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 |
| July 1, 2005 - July31,2005           |  |   368.6945                            |  | $1,367.85                                   |  | N/A                                                                                           |  | N/A                                                                                                                      |
| August1, 2005 - August 31,2005       |  | 3,166.1933                                      |  | $1,350.81                                   |  | N/A                                                                                           |  | N/A                                                                                                                      |
| September1, 2005 - September 30,2005 |  | 1,824.4957                                      |  | $1,414.58                                   |  | N/A                                                                                           |  | N/A                                                                                                                      |
| Total                                |  | 5,359.3835                                      |  | $1,377.75                                   |  | 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. |

18

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Item 3.    Defaults Upon SeniorSecurities – None

Item 4.    Submission ofMatters to a Vote of Security Holders – None

Item 5.    Other Information – None

Item 6.    Exhibits

|        |                                                                                                                                                                                                               |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Theexhibits required to be filed by Item 601 of Regulation S-K areincorporated herein by reference to the exhibit index of thePartnership's Annual Report on Form 10-K for the period endedDecember 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 Chief Financial Officer and Director) |

|        |                                                                                                   |
|--------|---------------------------------------------------------------------------------------------------|
|   | Exhibit – 32.1 – Section1350 Certification (Certification of President and Director). |

|        |                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------|
|   | Exhibit – 32.2 – Section1350 Certification (Certification of Chief Financial Officer andDirector). |

19

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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:  |  | November9,2005                                             |
| By:    |  | /s/Daniel R. McAuliffe,Jr.                                 |
|   |  | Daniel R.McAuliffe, Jr.Chief Financial Officer andDirector |
| Date:  |  | November9, 2005                                            |
|        |

18

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