DRAFT

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, 2004

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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(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         No X

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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, 2004 and December 31,2003(unaudited).                                         |    |       | 3                             |   |
|                          |  | CondensedSchedules of Investmentsat September 30, 2004 and December 31,2003(unaudited).                                        |    |       | 4 – 5         |   |
|                          |  | Statementsof Income and Expensesand Partners' Capital for the threeandnine months ended September 30, 2004 and2003(unaudited). |    |       | 6                             |   |
|                          |  | Statementsof Cash Flows for the three and nine months ended September 30,2004 and 2003(unaudited).                             |    |       | 7                             |   |
|                          |  | Notes toFinancialStatements(unaudited).                                                                                        |    |       | 8 – 12        |   |
| Item2.                        |  | Management's Discussion andAnalysis of FinancialConditionand Results ofOperations.                                             |    |       |  13 – 15 |   |
| Item3.                        |  | Quantitative and QualitativeDisclosures about MarketRisk                                                                       |    |       | 16 – 17       |   |
| Item4.                        |  | Controls andProcedures.                                                                                                        |    |       | 18                            |   |
| PARTII - OtherInformation     |  |                                                                                                                           | 19 |       |
|                               |

2

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PART I

Item1.    Financial Statements

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

|                                                                                                                                        |  |                  |             |                 |  |        |             |        |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------|--|------------------|-------------|-----------------|--|--------|-------------|--------|--|--|
|                                                                                                                                   |  | September30,2004 |             | December31,2003 |
| **Assets:**                                                                                                                            |  |             |        |            |  |   |        |   |
| Equityin commodity futures tradingaccount:                                                                                             |  |             |        |            |  |   |        |   |
| Cash (restricted$16,090,510 in 2004 and $22,528,015 in 2003)                                                                           |  | $                | 109,595,749 |            |  | $      | 147,097,742 |   |
| Netunrealized appreciation on open futurespositions                                                                                    |  |             | 5,758,039   |            |  |   | 7,024,635   |   |
| Unrealizedappreciation on open forwardcontracts                                                                                        |  |             | 368,719     |            |  |   | 9,431,409   |   |
|                                                                                                                                   |  |             | 115,722,507 |            |  |   | 163,553,786 |   |
| Interestreceivable                                                                                                                     |  |             | 38,074      |            |  |   | 17,096      |   |
|                                                                                                                                   |  | $                | 115,760,581 |            |  | $      | 163,570,882 |   |
| **Liabilities and Partners'Capital:**                                                                                                  |  |             |        |            |  |   |        |   |
| Liabilities:                                                                                                                           |  |             |        |            |  |   |        |   |
| Unrealizeddepreciation on open forwardcontracts                                                                                        |  | $                | 479,219     |            |  | $      | 5,457,368   |   |
| Accruedexpenses:                                                                                                                       |  |             |        |            |  |   |        |   |
| Commissions                                                                                                                            |  |             | 425,218     |            |  |   | 604,289     |   |
| Managementfees                                                                                                                         |  |             | 188,116     |            |  |   | 267,456     |   |
| Administrativefees                                                                                                                     |  |             | 47,029      |            |  |   | 66,864      |   |
| Incentivefees                                                                                                                          |  |             | —     |            |  |   | 2,810,786   |   |
| Due toCGM                                                                                                                              |  |             | —     |            |  |   | 14,614      |   |
| Other                                                                                                                                  |  |             | 105,446     |            |  |   | 53,488      |   |
| Redemptionspayable                                                                                                                     |  |             | 987,741     |            |  |   | 985,637     |   |
|                                                                                                                                   |  |             | 2,232,769   |            |  |   | 10,260,502  |   |
| Partners'Capital:                                                                                                                      |  |             |        |            |  |   |        |   |
| General Partner,864.9335 Unit equivalents outstanding in 2004 and2003                                                                  |  |             | 1,293,569   |            |  |   | 1,546,626   |   |
| LimitedPartners, 75,044.4396 and 84,872.1963 Redeemable Units of LimitedPartnership Interest outstanding in 2004 and 2003,respectively |  |             | 112,234,243 |            |  |   | 151,763,754 |   |
|                                                                                                                                   |  |             | 113,527,812 |            |  |   | 153,310,380 |   |
|                                                                                                                                   |  | $                | 115,760,581 |            |  | $      | 163,570,882 |   |
|                                                                                                                                        |

See Accompanying Notes toUnaudited Financial Statements.

3

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Salomon Smith Barney Fairfield FuturesFund L.P.Condensed Schedule of InvestmentsSeptember 30,2004(Unaudited)

|                                    |  |                                                    |  |           |           |         |  |  |  |  |
|------------------------------------|--|----------------------------------------------------|--|-----------|-----------|---------|--|--|--|--|
| Sector                             |  | Contract                                           |  | FairValue |
| Currencies                         |  |                                               |  |      |      |    |
|                               |  | Futurescontracts purchased(0.12)%                  |  | $         | (133,811  | )  |
|                               |  | Futurescontracts sold(0.22)%                       |  |      | (248,385  | )  |
| TotalCurrencies(0.34)%             |  |                                               |  |      | (382,196  | )  |
| TotalEnergy 1.33%                  |  | Futures contracts purchased1.33%                   |  |      | 1,507,550 |    |
| TotalGrains 0.87%                  |  | Futures contracts sold0.87%                        |  |      | 983,490   |    |
| TotalInterest Rates U.S. 0.63%     |  | Futures contracts purchased0.63%                   |  |      | 713,988   |    |
| TotalInterest Rates Non-U.S. 2.62% |  | Futures contractspurchased2.62%                    |  |      | 2,969,300 |    |
| Metals                             |  |                                               |  |      |      |    |
|                               |  | Unrealizedappreciation on forward contracts0.32%   |  |      | 368,719   |    |
|                               |  | Unrealizeddepreciation on forward contracts(0.42)% |  |      | (479,219  | )  |
| TotalMetals(0.10)%                 |  |                                               |  |      | (110,500  | )  |
| Indices                            |  |                                               |  |      |      |    |
|                               |  | Futurescontracts purchased(0.09)%                  |  |      | (96,928   | )  |
|                               |  | Futurescontracts sold0.06%                         |  |      | 62,835    |    |
| TotalIndices(0.03)%                |  |                                               |  |      | (34,093   | )  |
| TotalFair Value4.98%               |  |                                               |  | $         | 5,647,539 |    |
|                                    |

|                    |  |                           |           |                             |  |        |        |         |  |  |
|--------------------|--|---------------------------|-----------|-----------------------------|--|--------|--------|---------|--|--|
| CountryComposition |  | Investments at Fair Value |           | %ofInvestments at FairValue |
| Australia          |  | $                         | 26,006    |                        |  |   | 0.46   | %  |
| France             |  |                      | (40,892   | )                      |  |   | (0.72  | )  |
| Germany            |  |                      | 1,505,707 |                        |  |   | 26.66  |    |
| HongKong           |  |                      | (26,161   | )                      |  |   | (0.46  | )  |
| Japan              |  |                      | 602,667   |                        |  |   | 10.67  |    |
| UnitedKingdom      |  |                      | 757,380   |                        |  |   | 13.41  |    |
| UnitedStates       |  |                      | 2,822,832 |                        |  |   | 49.98  |    |
|               |  | $                         | 5,647,539 |                        |  |   | 100.00 | %  |
|                    |

Percentagesare based on Partners' capital unless otherwise indicated.

See Accompanying Notes to Unaudited FinancialStatements.

4

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Salomon Smith Barney Fairfield FuturesFund L.P.Condensed Schedule of InvestmentsDecember 31,2003(Unaudited)

|                                      |  |                                                    |  |           |            |         |  |  |  |  |
|--------------------------------------|--|----------------------------------------------------|--|-----------|------------|---------|--|--|--|--|
| Sector                               |  | Contract                                           |  | FairValue |
| Currencies                           |  | Futures contractspurchased2.19%                    |  | $         | 3,353,014  |    |
|                                 |  | Unrealizedappreciation on forward contracts0.00%*  |  |      | 547        |    |
|                                 |  | Unrealizeddepreciation on forward contracts(0.46)% |  |      | (697,168   | )  |
|                                 |  | Totalforward contracts(0.46%)                      |  |      | (696,621   | )  |
| TotalCurrencies1.73%                 |  |                                               |  |      | 2,656,393  |    |
| TotalEnergy (0.30)%                  |  | Futures contracts purchased(0.30)%                 |  |      | (467,020   | )  |
| TotalGrains (0.14)%                  |  | Futures contracts purchased(0.14)%                 |  |      | (212,455   | )  |
| TotalInterest Rates U.S. (0.07)%     |  | Futures contracts purchased(0.07)%                 |  |      | (113,875   | )  |
| TotalInterest Rates Non-U.S. (0.03)% |  | Futures contractspurchased(0.03)%                  |  |      | (44,191    | )  |
| Metals                               |  | Totalfutures contracts purchased0.21%              |  |      | 316,390    |    |
|                                 |  | Unrealizedappreciation on forward contracts6.15%   |  |      | 9,430,862  |    |
|                                 |  | Unrealizeddepreciation on forward contracts(3.11)% |  |      | (4,760,200 | )  |
|                                 |  | Totalforward contracts3.04%                        |  |      | 4,670,662  |    |
| TotalMetals3.25%                     |  |                                               |  |      | 4,987,052  |    |
| TotalIndices 2.73%                   |  | Futures contracts sold2.73%                        |  |      | 4,192,772  |    |
| TotalFair Value7.17%                 |  |                                               |  | $         | 10,998,676 |    |
|                                      |

|                    |  |                          |            |                              |  |        |        |         |  |  |
|--------------------|--|--------------------------|------------|------------------------------|--|--------|--------|---------|--|--|
| CountryComposition |  | Investmentsat Fair Value |            | %of Investments at FairValue |
| Germany            |  | $                        | 1,423,867  |                         |  |   | 12.95  | %  |
| France             |  |                     | 114,273    |                         |  |   | 1.04   |    |
| HongKong           |  |                     | 19,193     |                         |  |   | 0.17   |    |
| Japan              |  |                     | (17,134    | )                       |  |   | (0.16  | )  |
| Spain              |  |                     | 251,047    |                         |  |   | 2.28   |    |
| UnitedKingdom      |  |                     | 4,871,097  |                         |  |   | 44.29  |    |
| UnitedStates       |  |                     | 4,336,333  |                         |  |   | 39.43  |    |
|               |  | $                        | 10,998,676 |                         |  |   | 100.00 | %  |
|                    |

Percentagesare based on Partners' capital unless otherwise indicated.

* Due to rounding

See AccompanyingNotes to Unaudited Financial Statements.

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, |
|                                                                                                                                     |  | 2004                           |             | 2003                         |  | 2004   |             | 2003    |
| **Income:**                                                                                                                              |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Netgains (losses) on trading of commodityinterests:                                                                                      |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Realizedgains (losses) on closed positions                                                                                               |  | $                              | (15,107,969 | )                       |  | $      | (9,777,509  | )  |  | $      | (8,150,099  | )  |  | $      | 11,536,998  |    |
| Changein unrealized gains (losses) on openpositions                                                                                      |  |                           | 9,198,120   |                         |  |   | (3,115,811  | )  |  |   | (5,351,137  | )  |  |   | (11,977,806 | )  |
|                                                                                                                                     |  |                           | (5,909,849  | )                       |  |   | (12,893,320 | )  |  |   | (13,501,236 | )  |  |   | (440,808    | )  |
| Interestincome                                                                                                                           |  |                           | 288,403     |                         |  |   | 187,663     |    |  |   | 819,370     |    |  |   | 609,202     |    |
|                                                                                                                                     |  |                           | (5,621,446  | )                       |  |   | (12,705,657 | )  |  |   | (12,681,866 | )  |  |   | 168,394     |    |
| **Expenses:**                                                                                                                            |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Brokeragecommissions including clearing fees of $42,316, $58,796, $130,967 and$143,525,respectively                                      |  |                           | 1,430,489   |                         |  |   | 1,586,938   |    |  |   | 5,211,381   |    |  |   | 4,027,678   |    |
| Managementfees                                                                                                                           |  |                           | 591,086     |                         |  |   | 604,505     |    |  |   | 2,070,335   |    |  |   | 1,576,472   |    |
| Administrativefees                                                                                                                       |  |                           | 147,771     |                         |  |   | 151,126     |    |  |   | 517,584     |    |  |   | 394,118     |    |
| Incentivefees                                                                                                                            |  |                           | —     |                         |  |   | —     |    |  |   | 2,826,991   |    |  |   | 1,747,649   |    |
| Other                                                                                                                                    |  |                           | 25,815      |                         |  |   | 14,677      |    |  |   | 77,806      |    |  |   | 61,447      |    |
|                                                                                                                                     |  |                           | 2,195,161   |                         |  |   | 2,357,246   |    |  |   | 10,704,097  |    |  |   | 7,807,364   |    |
| **Netincome(loss)**                                                                                                                      |  |                           | (7,816,607  | )                       |  |   | (15,062,903 | )  |  |   | (23,385,963 | )  |  |   | (7,638,970  | )  |
| Additions                                                                                                                                |  |                           | —     |                         |  |   | 23,928,000  |    |  |   | —     |    |  |   | 73,322,000  |    |
| Redemptions                                                                                                                              |  |                           | (5,780,835  | )                       |  |   | (8,148,146  | )  |  |   | (16,396,605 | )  |  |   | (15,887,659 | )  |
| Netincrease (decrease) in Partners'capital                                                                                               |  |                           | (13,597,442 | )                       |  |   | 716,951     |    |  |   | (39,782,568 | )  |  |   | 49,795,371  |    |
| Partners'capital, beginning ofperiod                                                                                                     |  |                           | 127,125,254 |                         |  |   | 107,446,689 |    |  |   | 153,310,380 |    |  |   | 58,368,269  |    |
| Partners'capital, end ofperiod                                                                                                           |  | $                              | 113,527,812 |                         |  | $      | 108,163,640 |    |  | $      | 113,527,812 |    |  | $      | 108,163,640 |    |
| Net asset valueper Redeemable Unit (75,909.3731 and 73,976.9585 Redeemable Unitsoutstanding at September 30, 2004 and 2003,respectively) |  | $                              | 1,495.57    |                         |  | $      | 1,462.13    |    |  | $      | 1,495.57    |    |  | $      | 1,462.13    |    |
| Netincome (loss) per Redeemable Unit of Limited Partnership Interest andGeneral Partner Unitequivalent                                   |  | $                              | (98.05      | )                       |  | $      | (195.98     | )  |  | $      | (292.57     | )  |  | $      | (16.94      | )  |
| Redemption Net asset value per Unit                                                                                                      |  | $                              | 1,495.57    |                         |  | $      | 1,462.38    |    |  | $      | 1,495.57    |    |  | $      | 1,462.38    |    |
|                                                                                                                                          |

SeeAccompanying Notes to Unaudited Financial Statements.

6

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

|                                                                                                 |  |                                |             |                              |  |        |             |         |  |        |             |         |  |        |             |         |  |  |
|-------------------------------------------------------------------------------------------------|--|--------------------------------|-------------|------------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                            |  | ThreeMonths EndedSeptember 30, |             | Nine MonthsEndedSeptember30, |
|                                                                                            |  | 2004                           |             | 2003                         |  | 2004   |             | 2003    |
| Cashflows from operatingactivities:                                                             |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| NetIncome(loss)                                                                                 |  | $                              | (7,816,607  | )                       |  | $      | (15,062,903 | )  |  | $      | (23,385,963 | )  |  | $      | (7,638,970  | )  |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operatingactivities: |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Changesin operating assets andliabilities:                                                      |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| (Increase)decrease in net unrealized appreciation/depreciation on open futurespositions         |  |                           | (8,873,095  | )                       |  |   | 3,196,794   |    |  |   | 1,266,596   |    |  |   | 12,096,715  |    |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                          |  |                           | 415,617     |                         |  |   | (720,491    | )  |  |   | 9,062,690   |    |  |   | (926,669    | )  |
| (Increase)decrease in interestreceivable                                                        |  |                           | (8,726      | )                       |  |   | (706        | )  |  |   | (20,978     | )  |  |   | 25,370      |    |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                          |  |                           | (740,642    | )                       |  |   | 639,508     |    |  |   | (4,978,149  | )  |  |   | 807,760     |    |
| Accruedexpenses:                                                                                |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Increase(decrease) incommissions                                                                |  |                           | (51,654     | )                       |  |   | (708        | )  |  |   | (179,071    | )  |  |   | 194,145     |    |
| Increase(decrease) in management    fees                                    |  |                           | (22,910     | )                       |  |   | (199        | )  |  |   | (79,340     | )  |  |   | 86,022      |    |
| Increase(decrease) in administrative    fees                                |  |                           | (5,728      | )                       |  |   | (50         | )  |  |   | (19,835     | )  |  |   | 21,505      |    |
| Increase(decrease) in incentivefees                                                             |  |                           | —     |                         |  |   | (326,444    | )  |  |   | (2,810,786  | )  |  |   | (91,733     | )  |
| Increase(decrease) in due toCGM                                                                 |  |                           | (2,273      | )                       |  |   | (6,023      | )  |  |   | (14,614     | )  |  |   | (17,762     | )  |
| Increase(decrease) inother                                                                      |  |                           | 23,145      |                         |  |   | (69,940     | )  |  |   | 51,958      |    |  |   | (23,937     | )  |
| Increase(decrease) in redemptionspayable                                                        |  |                           | (349,363    | )                       |  |   | (505,038    | )  |  |   | 2,104       |    |  |   | 4,496,111   |    |
| Netcash provided by (used in)    operatingactivities                        |  |                           | (17,432,236 | )                       |  |   | (12,856,200 | )  |  |   | (21,105,388 | )  |  |   | 9,028,557   |    |
| Cashflows from financingactivities:                                                             |  |                           |        |                         |  |   |        |    |  |   |        |    |  |   |        |    |
| Proceedsfrom additions – LimitedPartners                                                  |  |                           | —     |                         |  |   | 23,928,000  |    |  |   | —     |    |  |   | 73,322,000  |    |
| Paymentsfor redemptions – LimitedPartners                                                 |  |                           | (5,780,835  | )                       |  |   | (8,148,146  | )  |  |   | (16,396,605 | )  |  |   | (15,887,659 | )  |
| Netcash provided by (used in) financingactivities                                               |  |                           | (5,780,835  | )                       |  |   | 15,779,854  |    |  |   | (16,396,605 | )  |  |   | 57,434,341  |    |
| Netchange incash                                                                                |  |                           | (23,213,071 | )                       |  |   | 2,923,654   |    |  |   | (37,501,993 | )  |  |   | 66,462,898  |    |
| Cash,at beginning ofperiod                                                                      |  |                           | 132,808,820 |                         |  |   | 118,905,858 |    |  |   | 147,097,742 |    |  |   | 55,366,614  |    |
| Cash,at end ofperiod                                                                            |  | $                              | 109,595,749 |                         |  | $      | 121,829,512 |    |  | $      | 109,595,749 |    |  | $      | 121,829,512 |    |
|                                                                                                 |

SeeAccompanying Notes to Unaudited FinancialStatements.

7

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Salomon Smith BarneyFairfield Futures Fund L.P. Notes to Financial StatementsSeptember 30, 2004 (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 September 30, 2004, 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 September 30, 2004 andDecember 31, 2003 and the results of its operations and cash flows forthe three and nine months ended September 30, 2004 and 2003. 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'sRegistration Statement on Form 10-12 G/A filed with the Securities andExchange Commission on June 1, 2004.

Due to the nature ofcommodity trading, the results of operations for the interim periodspresented should not be considered indicative of the results that maybe expected for the entire year.

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Salomon Smith Barney Fairfield FuturesFund L.P. Notes to Financial Statements September 30,2004 (Unaudited) (Continued)

2.    FinancialHighlights:

Changes in Net Asset Value per Redeemable Unit ofLimited Partnership Interest for the three and nine months endedSeptember 30, 2004 and 2003 were asfollows:

|                                                                                            |  |                                                                                             |          |                              |      |        |          |                                                                                             |  |        |          |         |  |        |          |         |  |  |
|--------------------------------------------------------------------------------------------|--|---------------------------------------------------------------------------------------------|----------|------------------------------|------|--------|----------|---------------------------------------------------------------------------------------------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                                                                                       |  | ThreeMonths EndedSeptember 30,                                                              |          | Nine MonthsEndedSeptember30, |
|                                                                                       |  | 2004                                                                                        |          | 2003                         |      | 2004   |          | 2003                                                                                        |
| Netrealized and unrealized gains(losses)*                                                  |  | $                                                                                           | (91.97   | )                       |      | $      | (188.16  | )                                                                                      |  | $      | (236.49  | )  |  | $      | 48.28    |    |
| Interestincome                                                                             |  |                                                                                        | 3.68     |                         |      |   | 2.48     |                                                                                        |  |   | 10.08    |    |  |   | 9.91     |    |
| Expenses**                                                                                 |  |                                                                                        | (9.76    | )                       |      |   | (10.30   | )                                                                                      |  |   | (66.16   | )  |  |   | (75.13   | )  |
| Decreasefor theperiod                                                                      |  |                                                                                        | (98.05   | )                       |      |   | (195.98  | )                                                                                      |  |   | (292.57  | )  |  |   | (16.94   | )  |
| NetAsset Value per Redeemable Unit, beginning ofperiod                                     |  |                                                                                        | 1,593.62 |                         |      |   | 1,658.11 |                                                                                        |  |   | 1,788.14 |    |  |   | 1,479.07 |    |
| NetAsset Value per Redeemable Unit, end ofperiod                                           |  | $                                                                                           | 1,495.57 |                         |      | $      | 1,462.13 |                                                                                        |  | $      | 1,495.57 |    |  | $      | 1,462.13 |    |
| Redemption/subscriptionvalue per Redeemable Unit versus Net Asset value per RedeemableUnit |  |        —        |          |                         | 0.25 |   |          |        —        |  |   | 0.25     |    |
| Redemption/subscriptionvalue per Redeemable Unit, end ofperiod***                          |  | $                                                                                           | 1,495.57 |                         |      | $      | 1,462.38 |                                                                                        |  | $      | 1,495.57 |    |  | $      | 1,462.38 |    |
|                                                                                            |

|   |                                |
|---|--------------------------------|
| * | 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 Redeemable Unit. |

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Salomon Smith Barney Fairfield FuturesFund L.P. Notes to Financial Statements September 30,2004 (Unaudited)(Continued)

|                                               |  |                                 |        |                               |  |        |        |          |  |        |        |          |  |        |        |          |  |  |
|-----------------------------------------------|--|---------------------------------|--------|-------------------------------|--|--------|--------|----------|--|--------|--------|----------|--|--------|--------|----------|--|--|
|                                          |  | ThreeMonths Ended September 30, |        | Nine MonthsEnded September30, |
|                                          |  | 2004                            |        | 2003                          |  | 2004   |        | 2003     |
| Ratioto average net assets:****               |  |                            |   |                          |  |   |   |     |  |   |   |     |  |   |   |     |
| Netinvestment loss before incentive fees***** |  |                            | (6.4   | )%                       |  |   | (7.5   | )%  |  |   | (6.9   | )%  |  |   | (7.5   | )%  |
| Operatingexpenses                             |  |                            | 7.4    | %                        |  |   | 8.2    | %   |  |   | 7.7    | %   |  |   | 8.3    | %   |
| Incentivefees                                 |  |                            | 0.0    | %                        |  |   | 0.0    | %   |  |   | 2.1    | %   |  |   | 1.8    | %   |
|                                          |  |                            |   |                          |  |   |   |     |  |   |   |     |  |   |   |     |
| Totalexpenses                                 |  |                            | 7.4    | %                        |  |   | 8.2    | %   |  |   | 9.8    | %   |  |   | 10.1   | %   |
| Totalreturn:                                  |  |                            |   |                          |  |   |   |     |  |   |   |     |  |   |   |     |
| Totalreturn before incentivefees              |  |                            | (6.2   | )%                       |  |   | (11.8) | %   |  |   | (14.3  | )%  |  |   | 0.5    | %   |
| Incentivefees                                 |  |                            | 0.0    | %                        |  |   | (0.0   | )%  |  |   | (2.1   | )%  |  |   | (1.7   | )%  |
| Totalreturn after incentivefees               |  |                            | (6.2   | )%                       |  |   | (11.8) | %   |  |   | (16.4  | )%  |  |   | (1.2)  | %   |
|                                               |

|      |                                       |
|------|---------------------------------------|
| **** | 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 30,2004 (Unaudited) (Continued)

3.    TradingActivities:

The Partnership was formed for the purpose oftrading contracts in a variety of commodity interests, includingderivative financial instruments and derivative commodity instruments.The results of the Partnership's trading activities are shown inthe Statements of Income and Expenses and Partners' Capital andare discussed in Item 2, Management's Discussion and Analysis ofFinancial Condition and Results of Operations.

The CustomerAgreement between the Partnership and CGM gives the Partnership thelegal right to net unrealized gains and losses on open futurespositions.

All of the commodity interests owned by thePartnership are held for trading purposes. The average fair values ofthese interests during the nine and twelve months ended September 30,2004 and December 31, 2003, based on a monthly calculation, were$3,065,208 and $4,723,567, respectively. The fair values of thesecommodity interests, including options thereon, if applicable, atSeptember 30, 2004 and December 31, 2003, were $5,647,539 and$10,998,676, respectively. Fair values for exchange traded commodityfutures and options are based on quoted market prices for those futuresand options. Fair values for all other financial instruments for whichmarket quotations are not readily available are based on calculationsapproved by the General Partner.

4.    Financial InstrumentRisks:

In the normal course of its business, the Partnership isparty to financial instruments with off-balance sheet risk, includingderivative financial instruments and derivative commodity instruments.These financial instruments may include forwards, futures and options,whose values are based upon an underlying asset, index, or referencerate, and generally represent future commitments to exchange currenciesor cash flows, to purchase or sell other financial instruments atspecific terms at specified future dates, or, in the case of derivativecommodity instruments, to have a reasonable possibility to be settledin cash, through physical delivery or with another financialinstrument. These instruments may be traded on an exchange orover-the-counter ("OTC"). Exchange tradedinstruments are standardized and include futures and certain optioncontracts. OTC contracts are negotiated between contracting parties andinclude forwards and certain options.

Each of these instrumentsis subject 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 30,2004 (Unaudited) (Continued)

The General Partnermonitors and controls the Partnership's risk exposure on a dailybasis through financial, credit and risk management monitoring systems,and accordingly believes that it has effective procedures forevaluating and limiting the credit and market risks to which thePartnership is subject. These monitoring systems allow the GeneralPartner to statistically analyze actual trading results withrisk-adjusted performance indicators and correlation statistics. Inaddition, on-line monitoring systems provide account analysis offutures, forward and option positions by sector, margin requirements,gain and loss transactions and collateral positions.

Themajority of these instruments mature within one year of September 30,2004. However, due to the nature of the Partnership'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 third quarter of 2004.

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, 2004, Partnership capital decreased25.9% from $153,310,380 to $113,527,812. This decrease wasattributable to a net loss from operations of $23,385,963, coupled withthe redemption of 9,827.7567 Redeemable Units of Limited PartnershipInterest totaling $16,396,605. 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 2004, the Net Asset Value perRedeemable Unit decreased 6.2% from $1,593.62 to $1,495.57 ascompared to a decrease of 11.8% in the third quarter of 2003.The Partnership experienced a net trading loss before brokeragecommissions and related fees in the third quarter of 2004 of$5,909,849. Losses were primarily attributable to the trading ofcommodity futures in currencies, U.S. interest rates, metals, softs andindices and were partially offset by gains in energy, grains andnon-U.S. interest rates. The Partnership experienced a net trading lossbefore brokerage commissions and related fees in the third quarter of2003 of $12,893,320. Losses were primarily attributable to the tradingof commodity futures in currencies, U.S. and non-U.S. interest rates,energy, grains, livestock and metals and were partially offset by gainsin softs and indices.

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During the Partnership's nine monthsended September 30, 2004, the Net Asset Value per Redeemable Unitdecreased 16.4% from $1,788.14 to $1,495.57 as compared to adecrease of 1.2% for the nine months ended September 30, 2003.The Partnership experienced a net trading loss before brokeragecommissions 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. The Partnership experienced a net tradingloss before brokerage commissions and related fees during the ninemonths ended September 30, 2003 of $440,808. Losses were primarilyattributable to the trading of commodity futures in grains, U.S. andnon-U.S. interest rates, livestock and metals and were partially offsetby gains in currencies, energy, softs and indices.

The thirdquarter of 2004 was characterized by continued difficult tradingconditions for the Partnership's trend-following Advisor. Thecurrency sector produced the greatest losses as the European and Asiancurrencies were unable to sustain any solid direction versus a weakU.S. dollar. These choppy market conditions carried over to the U.S.interest rate markets generating losses for these positions as theFederal Reserve Bank tightened short-term rates in spite of persistentmarket-driven lower long-term interest rates. Slightly offsetting theselosses were gains in non-US interest rate trading. Trading in globalstock market indices was also unprofitable for the Partnership'sAdvisor as the same lack of direction caused trends to be initiated andonly a short time later to be reversed.

Trading in crude oil,natural gas and gas oil contributed profits during the quarter as crudeoil hit successive highs each month ending in September at over $50 perbarrel. Trading in grains also contributed to profits for the periodwhile metals and softs were slightly negative.

The overallexpectation is for continued directionless financial markets andpotentially volatile commodity markets until political, financial andeconomic trends become more evident.

Commodity futures marketsare highly volatile. The potential for broad and rapid pricefluctuations increases the risks involved in commodity trading, butalso increases the possibility of profit. The profitability of thePartnership depends on the existence of major price trends and theability of the Advisor to correctly identify those price trends. Pricetrends are influenced by, among other things, changing supply anddemand relationships, weather, governmental, agricultural, commercialand trade programs and policies, national and international politicaland economic events and changes in interest rates. To the extent thatmarket trends exist and the Advisor is able to identify them, thePartnership expects to increase capital through operations.

Interest income on 80% of the Partnership's dailyaverage equity maintained in cash was earned at a 30-day U.S. Treasurybill rate determined weekly by CGM based on the average non-competitiveyield on 3-month U.S. Treasury bills maturing in 30 days. CGM maycontinue to maintain the Partnership's assets in cash and/orplace all of the Partnership's assets in 90-day Treasury billsand pay the Partnership 80% of the interest earned on theTreasury bills purchased. CGM will retain 20% of any interestearned on Treasury bills. Interest income for the three and nine monthsended September 30, 2004 increased by $100,740 and $210,168,respectively, as compared to the corresponding periods in 2003. Theincrease in interest income is primarily due to an increase in interestrates during the three months ended September 30, 2004 and an increasein average net assets in the nine months ended September 30, 2004 ascompared to the corresponding periods in 2003.

Brokeragecommissions are calculated as a percentage of the Partnership'sadjusted net asset value on the last day of each month and are affectedby trading performance, additions and redemptions. Accordingly, theymust be analyzed in relation to the fluctuations in the monthly netasset values. Commissions and fees for the three months ended September30, 2004 decreased by $156,449 as compared to the corresponding periodin 2003. Commissions decreased in the third quarter of 2004 due tolower month-end net assets as compared to the corresponding period in2003. Commissions and fees for the nine months ended September 30, 2004increased by $1,183,703 as compared to the corresponding period in2003. The increase in brokerage commissions and fees is due to highermonth-end net assets during the nine months ended September 30, 2004 ascompared to the corresponding period in 2003.

Management feesare calculated as a percentage of the Partnership's net assetvalue as of the end of each month and are affected by tradingperformance, additions and redemptions. Management fees for

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the three months ended September 30, 2004decreased by $13,419 as compared to the corresponding period in 2003.Management fees decreased during the third quarter of 2004 due to lowermonth-end net assets as compared to the corresponding period in 2003.Management fees during the nine months ended September 30, 2004increased by $493,863 as compared to the corresponding period in 2003.The increase in management fees is due to higher month-end net assetsduring the nine months ended September 30, 2004 as compared to thecorresponding period in 2003.

Administrative fees are paid tothe General Partner for administering the business and affairs of thePartnership. These fees are calculated as a percentage of thePartnership's net asset value as of the end of each month and areaffected by trading performance and redemptions. Administrative feesfor the three months ended September 30, 2004 decreased by $3,355 ascompared to the corresponding period in 2003. This decrease was due tolower month-end net assets in the third quarter of 2004 as compared tothe corresponding period in 2003. Administrative fees for the ninemonths ended September 30, 2004 increased by $123,466 as compared tothe corresponding period in 2003. This increase is due to highermonth-end net assets during the nine months ended September 30, 2004 ascompared to the corresponding period in 2003.

Incentive fees arebased on the new trading profits generated by the Advisor at the end ofthe quarter as defined in the advisory agreements between thePartnership, the General Partner and the Advisor. Trading performancefor the three and nine months ended September 30, 2004, resulted inincentive fees of $0 and $2,826,991, respectively. Trading performancefor the three and nine months ended September 30, 2003, resulted inincentive fees of $0 and $1,747,649, 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.

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The following table indicates the tradingValue at Risk associated with the Partnership's open positions bymarket category as of September 30, 2004 and the highest, lowest andaverage values during the three months ended September 30, 2004. Allopen position trading risk exposures of the Partnership have beenincluded in calculating the figures set forth below. As of September30, 2004, the Partnership's total capitalization was$113,527,812. There has been no material change in the trading Value atRisk information previously disclosed in the Partnership'sRegistration Statement on Form 10-12 G/A filed on June 1, 2004.

September 30, 2004(Unaudited)

|                                             |  |               |            |                         |  |                                     |       |                  |  |                      |           |        |  |        |           |        |  |        |           |        |  |  |
|---------------------------------------------|--|---------------|------------|-------------------------|--|-------------------------------------|-------|------------------|--|----------------------|-----------|--------|--|--------|-----------|--------|--|--------|-----------|--------|--|--|
|                                        |  |          |            |                    |  | ThreeMonths Ended September 30,2004 |
| MarketSector                                |  | Value at Risk |            | % ofTotalCapitalization |  | High Value atRisk                   |       | LowValue at Risk |  | Average Value*atRisk |
| Currencies – Exchange TradedContracts |  | $             | 1,683,868  |                    |  |                                | 1.48  | %           |  | $                    | 2,271,317 |   |  | $      | 729,586   |   |  | $      | 1,265,524 |   |
| Energy                                      |  |          | 955,500    |                    |  |                                | 0.84  | %           |  |                 | 1,800,600 |   |  |   | 442,500   |   |  |   | 1,045,667 |   |
| Grains                                      |  |          | 204,350    |                    |  |                                | 0.18  | %           |  |                 | 634,700   |   |  |   | 204,350   |   |  |   | 389,775   |   |
| InterestRatesU.S.                           |  |          | 3,040,600  |                    |  |                                | 2.68  | %           |  |                 | 3,140,500 |   |  |   | 842,200   |   |  |   | 2,032,433 |   |
| InterestRatesNon-U.S.                       |  |          | 6,991,877  |                    |  |                                | 6.16  | %           |  |                 | 6,991,877 |   |  |   | 1,166,655 |   |  |   | 4,769,408 |   |
| Metals:– OTCContracts                 |  |          | 74,925     |                    |  |                                | 0.07  | %           |  |                 | 272,500   |   |  |   | 42,225    |   |  |   | 74,925    |   |
| Indices                                     |  |          | 1,023,477  |                    |  |                                | 0.90  | %           |  |                 | 6,259,311 |   |  |   | 365,810   |   |  |   | 2,888,317 |   |
| Total                                       |  | $             | 13,974,597 |                    |  |                                | 12.31 | %           |  |                 |      |   |  |   |      |   |  |   |      |   |
|                                             |

|   |                                    |
|---|------------------------------------|
| * | 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 September 30, 2004, 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 8 "Legal Proceedings" in thePartnership's Registration Statement on Form 10-12G/A filed onJune 1, 2004 and under Part II, Item 1. "LegalProceedings" in the Partnership's Quarterly Reporton Form 10-Q for the quarter ended June 30, 2004.

EnronCorp.

 A Citigroup affiliate, along with otherdefendants, settled all claims against it in IN RE NEWPOWER HOLDINGSSECURITIES LITIGATION, a class action brought on behalf of certaininvestors in NewPower securities. Citigroup reached this settlementagreement without admitting any wrongdoing. On September  13,2004, the United States District Court for the Southern District of NewYork preliminarily approved the settlement.

DynegyInc.

 On October  7, 2004, the United StatesDistrict Court for the Southern District of Texas granted the motion todismiss all claims against the Citigroup defendants in IN REDYNEGY  INC. SECURITIES LITIGATION. The District Court alsodenied lead plaintiff's request for leave to replead. The casewas a putative class action brought on behalf of purchasers of publiclytraded Dynegy debt and equity securities.

WorldCom,Inc.

 The United States Court of Appeals for the SecondCircuit has affirmed the orders of the United States District Court forthe Southern District of New York denying plaintiffs' motions toremand to state court a large group of WorldCom-related actions. OnSeptember  13, 2004, plaintiffs filed a petition for a writ ofcertiorari to the United States Supreme Court seeking review of theSecond Circuit's ruling.

 On September  17,2004, WEINSTEIN, ET AL. V. EBBERS, ET AL., a putative class actionagainst CGM and others brought on behalf of holders of WorldComsecurities asserting claims based on, among other things, CGM'sresearch reports concerning WorldCom, was dismissed with prejudice inits entirety by the United States District Court for the SouthernDistrict of New York. Plaintiffs have noticed an appeal of thedismissal to the United States Court of Appeals for the SecondCircuit.

 Citigroup and CGM, along with a number of otherdefendants, have settled RETIREMENT SYSTEMS OF ALABAMA, ET AL. V. J.P.MORGAN CHASE  & CO., ET AL., a WorldCom individual actionthat had been remanded to the Circuit Court of Montgomery County,Alabama. The settlement became final on September  30, 2004.

 On June  28, 2004, the United States District Court forthe Southern District of New York dismissed all claims under theSecurities Act of 1933 and certain claims under the Securities ExchangeAct of 1934 in IN RE TARGETS SECURITIES LITIGATION, a putative classaction against Citigroup and CGM and certain former employees, leavingonly claims under the 1934 Act for purchases of Targeted GrowthEnhanced Terms Securities With Respect to the Common Stock of MCIWorldCom,  Inc. ("TARGETS") afterJuly  30, 1999. On October  20, 2004, the parties signed aMemorandum of Understanding setting forth the terms of a settlement ofall remaining claims in this action. The settlement must be approved bythe Court.

On November 5, 2004, the United States District Courtfor the Southern District of New York approved the class settlementbetween plaintiffs and the Citigroup-related defendants in IN REWORLDCOM,  INC. SECURITIES LITIGATION. The Court's approvalis subject to possible appeal by plaintiffs.

Research

 Several individual actions have been filed against Citigroupand CGM relating to, among other things, research on QwestCommunications International,  Inc. alleging violations of stateand federal securities laws.

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Other

 On October13, 2004, the United States District Court for the Southern District ofNew York certified a class in various representative cases with respectto the allocation of shares for certain initial public offerings andrelated aftermarket transactions.

 An appeal of thedismissal granted to CGM in November  2003 with respect to theantitrust case relating to the allocation of shares for certain initialpublic offerings is scheduled to be argued in December  2004.

Item 2.    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.

Proceeds from the sale of additional Redeemable Units are used inthe trading of commodity interests including futures contracts, optionsand forwards contracts.

The following chart sets forth thepurchases 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 |
| July 1, 2004 - July31,2004           |  |                                            | 1,113.1408 |                                        |  | $1,501.94                                                                                     |  |                                                                                                                     | N/A |   |  |   | N/A |   |
| August1, 2004 - August 31,2004       |  |                                            | 2,088.2494 |                                        |  |   1,494.66                                                                          |  |                                                                                                                     | N/A |   |  |   | N/A |   |
| September1, 2004 - September 30,2004 |  |                                            | 660.4443   |                                        |  |   1,495.57                                                                          |  |                                                                                                                     | N/A |   |  |   | N/A |   |
| Total                                |  |                                            | 3,861.8345 |                                        |  | $1,497.39                                                                                     |  |                                                                                                                     | 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

20

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Item 6.    Exhibits

|        |                                                                                                                                                                                                         |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The exhibits required to be filed by Item 601 ofRegulation S-K are incorporated herein by reference to the exhibitindex of the Partnership's Registration Statement on Form10-12G/A filed June 1, 2004. |

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

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

|        |                                                                                                  |
|--------|--------------------------------------------------------------------------------------------------|
|   | Exhibit– 32.1 – Section 1350 Certification (Certification ofPresident and Director). |

|        |                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------|
|   | Exhibit –32.2 – Section 1350 Certification (Certification of ChiefFinancial Officer and Director). |

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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:  |  | 11/12/04                                                   |
| By:    |  | /s/Daniel R. McAuliffe,Jr.                                 |
|   |  | Daniel R.McAuliffe, Jr.Chief Financial Officer andDirector |
| Date:  |  | 11/12/04                                                   |
|        |

22

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