Table of Contents

FORM10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549

(X) QUARTERLY REPORT UNDER SECTION 13 or 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

OR ( ) TRANSITION REPORTUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

For the Quarter ended March 31, 2006

Commission File Number 000-50735

SMITH BARNEY POTOMAC FUTURES FUND L.P.

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|--|
|  |  |
|  |

(Exact name ofregistrant as specified in its charter)

|                                |  |                     |  |  |  |  |
|--------------------------------|--|---------------------|--|--|--|--|
| NewYork                        |  | 13-3937275          |
| (State or other jurisdictionof |  | (I.R.S. Employer    |
| incorporation ororganization)  |  | Identification No.) |
|                                |

c/oCitigroup Managed Futures LLC 731 Lexington Avenue - 25th Fl.New York, New York10022

|  |
|--|
|  |  |
|  |

(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 a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of"accelerated filer and large acceleratedfiler" in Rule 12b-2 of the Exchange Act (checkone):

Large accelerated filer          Acceleratedfiler          Non Accelerated filer X 

Indicate by check mark whether theregistrant is a shell company (as defined in rule 12b-2 of the ExchangeAct).

Yes         NoX

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Table of Contents

SMITH BARNEY POTOMACFUTURES FUND L.P.

FORM 10-Q

INDEX

|                               |  |        |        |                                                                                                                     |  |            |                         |        |  |  |  |  |  |  |
|-------------------------------|--|--------|--------|---------------------------------------------------------------------------------------------------------------------|--|------------|-------------------------|--------|--|--|--|--|--|--|
|                          |  |   |        |                                                                                                                |  | PageNumber |
| PARTI - FinancialInformation: |  |   |   |                                                                                                                |
|                          |  | Item1. |        | FinancialStatements:                                                                                                |  |       |                    |   |
|                          |  |   |        | Statements ofFinancial Conditionat March 31, 2006 and December 31,2005(unaudited).                                  |  |       | 3                       |   |
|                          |  |   |        | Statementsof Income and Expensesand Partners' Capital for the threemonths ended March 31, 2006 and 2005(unaudited). |  |       | 4                       |   |
|                          |  |   |        | Statementsof Cash Flows for thethree months ended March 31, 2006 and2005(unaudited).                                |  |       | 5                       |   |
|                          |  |   |        | Notesto Financial Statements, including the Financial Statements of CMFCampbell Master FundL.P.(unaudited).         |  |       | 6 – 14  |   |
|                          |  | Item2. |        | Management's Discussion andAnalysis of FinancialConditionand Results ofOperations                                   |  |       | 15 – 17 |   |
|                          |  | Item3. |        | Quantitative and QualitativeDisclosures about MarketRisk                                                            |  |       | 18 – 19 |   |
|                          |  | Item4. |        | Controls andProcedures.                                                                                             |  |       | 20                      |   |
| PARTII - OtherInformation     |  |   | 21     |                                                                                                                |
|                               |

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Table of Contents

PART I

Item 1.Financial Statements

Smith Barney Potomac Futures FundL.P.Statements of Financial Condition(Unaudited)

|                                                                                                                                          |  |              |             |                  |  |        |             |        |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------|--|--------------|-------------|------------------|--|--------|-------------|--------|--|--|
|                                                                                                                                     |  | March31,2006 |             | December 31,2005 |
| Assets:                                                                                                                                  |  |         |        |             |  |   |        |   |
| Investmentin Master, at fair value                                                                                                       |  | $            | 260,762,903 |             |  | $      | 231,467,408 |   |
| Equity in commodityfutures tradingaccount:                                                                                               |  |         |        |             |  |   |        |   |
| Cash                                                                                                                                     |  |         | 32,138      |             |  |   | 12,705      |   |
|                                                                                                                                     |  | $            | 260,795,041 |             |  | $      | 231,480,113 |   |
| Liabilities and Partners'Capital:                                                                                                        |  |         |        |             |  |   |        |   |
| Liabilities:                                                                                                                             |  |         |        |             |  |   |        |   |
| Accruedexpenses:                                                                                                                         |  |         |        |             |  |   |        |   |
| Commissions                                                                                                                              |  | $            | 1,412,640   |             |  | $      | 1,277,897   |   |
| Managementfees                                                                                                                           |  |         | 432,226     |             |  |   | 391,002     |   |
| Incentive fees                                                                                                                           |  |         | 1,237,713   |             |  |   | —     |   |
| Other fees                                                                                                                               |  |         | 46,773      |             |  |   | 15,656      |   |
| RedemptionsPayable                                                                                                                       |  |         | 1,669,958   |             |  |   | 1,878,905   |   |
|                                                                                                                                     |  |         | 4,799,310   |             |  |   | 3,563,460   |   |
| Partners'Capital:                                                                                                                        |  |         |        |             |  |   |        |   |
| General Partner 729.3902Unit equivalent outstanding in 2006 and 2005                                                                     |  |         | 1,380,918   |             |  |   | 1,325,594   |   |
| Limited Partners 134,485.4270 and124,678.9436 Redeemable Units of Limited Partnership Interestoutstanding in 2006 and 2005,respectively. |  |         | 254,614,813 |             |  |   | 226,591,059 |   |
|                                                                                                                                     |  |         | 255,995,731 |             |  |   | 227,916,653 |   |
|                                                                                                                                     |  | $            | 260,795,041 |             |  | $      | 231,480,113 |   |
|                                                                                                                                          |

See AccompanyingNotes to Financial Statements.

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Smith Barney Potomac Futures FundL.P.Statements of Income and Expenses and Partners'Capital(Unaudited)

|                                                                                                                              |  |                           |             |         |  |        |             |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------|--|---------------------------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                                                         |  | ThreeMonths EndedMarch31, |
|                                                                                                                         |  | 2006                      |             | 2005    |
| Income:                                                                                                                      |  |                      |        |    |  |   |        |    |
| Realizedlosses on closed positions allocated from Master                                                                     |  | $                         | (3,620,391  | )  |  | $      | (5,715,618  | )  |
| Change inunrealized gains (losses) on open positions allocated fromMaster                                                    |  |                      | 18,447,250  |    |  |   | (638,348    | )  |
| Interest income allocated from Master                                                                                        |  |                      | 2,076,688   |    |  |   | 781,944     |    |
| Expenses allocated fromMaster                                                                                                |  |                      | (71,144     | )  |  |   | (85,781     | )  |
|                                                                                                                         |  |                      | 16,832,403  |    |  |   | (5,657,803  | )  |
| Expenses:                                                                                                                    |  |                      |        |    |  |   |        |    |
| Brokeragecommissions                                                                                                         |  |                      | 4,055,436   |    |  |   | 2,728,442   |    |
| Management fees                                                                                                              |  |                      | 1,239,919   |    |  |   | 834,066     |    |
| Incentivefees                                                                                                                |  |                      | 1,237,713   |    |  |   | —     |    |
| Other                                                                                                                        |  |                      | 31,117      |    |  |   | 22,977      |    |
|                                                                                                                         |  |                      | 6,564,185   |    |  |   | 3,585,485   |    |
| Net income(loss)                                                                                                             |  |                      | 10,268,218  |    |  |   | (9,243,288  | )  |
| Additions — LimitedPartner                                                                                             |  |                      | 25,086,000  |    |  |   | 26,917,000  |    |
| Redemptions — LimitedPartners                                                                                          |  |                      | (7,275,140  | )  |  |   | (3,382,210  | )  |
| Net (increase) decrease in Partners'capital                                                                                  |  |                      | 28,079,078  |    |  |   | 14,291,502  |    |
| Partners' capital, beginning ofperiod                                                                                        |  |                      | 227,916,653 |    |  |   | 154,682,645 |    |
| Partners' capital, end ofperiod                                                                                              |  | $                         | 255,995,731 |    |  | $      | 168,974,147 |    |
| Net asset value per RedeemableUnit (135,214.8172 and 104,949.0092 Units outstanding at March 31, 2006and 2005, respectively) |  | $                         | 1,893.25    |    |  | $      | 1,610.06    |    |
| Net income (loss) per RedeemableUnit of Limited Partnership                                                                  |  | $                         | 75.85       |    |  | $      | (89.73      | )  |
|                                                                                                                              |

See Accompanying Notes toFinancial Statements

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Smith Barney Potomac Futures FundL.P.Statements of Cash Flows(Unaudited)

|                                                                                                  |  |                           |             |         |  |        |              |         |  |  |
|--------------------------------------------------------------------------------------------------|--|---------------------------|-------------|---------|--|--------|--------------|---------|--|--|
|                                                                                             |  | ThreeMonths EndedMarch31, |
|                                                                                             |  | 2006                      |             | 2005    |
| Cash flows from operatingactivities:                                                             |  |                      |        |    |  |   |         |    |
| Net income(loss)                                                                                 |  | $                         | 10,268,218  |    |  | $      | (9,243,288   | )  |
| Adjustments to reconcile net income (loss) tonet cash provided by (used in) operatingactivities: |  |                      |        |    |  |   |         |    |
| Changesin operating assets andliabilities:                                                       |  |                      |        |    |  |   |         |    |
| Purchase ofInvestment inPartnership                                                              |  |                      | (25,086,000 | )  |  |   | (172,205,653 | )  |
| Proceeds from Sale of Investment in Partnership                                                  |  |                      | 10,546,220  |    |  |   | 3,508,314    |    |
| Netunrealized (appreciation) depreciation on Investment inPartnership                            |  |                      | (14,755,715 | )  |  |   | (2,955,458   | )  |
| (Increase) decrease in restrictedcash                                                            |  |                      | —     |    |  |   | 19,775,170   |    |
| Netunrealized (appreciation) depreciation on open futurespositions                               |  |                      | —     |    |  |   | 2,504,531    |    |
| Unrealized appreciation on open forwardcontracts                                                 |  |                      | —     |    |  |   | 9,444,675    |    |
| (Increase) decrease in interestreceivable                                                        |  |                      | —     |    |  |   | 205,283      |    |
| Unrealized depreciation on open forwardcontracts                                                 |  |                      | —     |    |  |   | (10,366,214  | )  |
| Accruedexpenses:                                                                                 |  |                      |        |    |  |   |         |    |
| Increase(decrease) in commissions                                                                |  |                      | 134,743     |    |  |   | 73,426       |    |
| Increase (decrease) in managementfees                                                            |  |                      | 41,224      |    |  |   | 22,424       |    |
| Increase(decrease) in incentive fees                                                             |  |                      | 1,237,713   |    |  |   | —      |    |
| Increase (decrease) inother                                                                      |  |                      | 31,117      |    |  |   | 22,978       |    |
| Net cash provided by (used in) operatingactivities                                               |  |                      | (17,582,480 | )  |  |   | (159,213,812 | )  |
| Cash flows from financingactivities:                                                             |  |                      |        |    |  |   |         |    |
| Proceeds fromadditions — Limited Partners                                                  |  |                      | 25,086,000  |    |  |   | 26,917,000   |    |
| Payments for redemptions— LimitedPartners                                                  |  |                      | (7,484,087  | )  |  |   | (4,926,089   | )  |
| Net cash provided by (used in) financingactivities                                               |  |                      | 17,601,913  |    |  |   | 21,990,911   |    |
| Net change incash                                                                                |  |                      | 19,433      |    |  |   | (137,222,901 | )  |
| Cash, at beginning ofperiod                                                                      |  |                      | 12,705      |    |  |   | 137,305,824  |    |
| Cash, at end ofperiod                                                                            |  | $                         | 32,138      |    |  | $      | 82,923       |    |
| Non-Cash FinancingActivities:                                                                    |  |                      |        |    |  |   |         |    |
| Contributionsof open commodity futures and forwardpositions                                      |  |                      | —     |    |  | $      | (1,582,992   | )  |
|                                                                                                  |

SeeAccompanying Notes to FinancialStatements

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2006 (Unaudited)

1.    General:

Smith Barney Potomac Futures Fund L.P.(the "Partnership") is a limited partnershipwhich was organized on March 14, 1997 under the partnership laws of theState of 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. ThePartnership was authorized to sell an unlimited number of redeemableunits of Limited Partnership Interest ("RedeemableUnits") during its initial offering period. ThePartnership continues to offer Redeemable Units.

CitigroupManaged Futures LLC acts as the general partner (the"General Partner") of the Partnership. ThePartnership's commodity broker is Citigroup Global Markets Inc.("CGM"). CGM is an affiliate of the GeneralPartner. The General Partner is wholly owned by Citigroup GlobalMarkets Holdings Inc. ("CGMHI"), which is thesole owner of CGM. CGMHI is a wholly owned subsidiary of CitigroupInc.

Effective January 1, 2005, the Partnership allocatedsubstantially all of its capital to the CMF Campbell Master Fund L.P.,(the "Master"), a limited partnershiporganized under the partnership laws of the State of New York. ThePartnership purchased 173,788.6446 Units of the Master with cash equalto $172,205,653 and a contribution of open commodity futures andforward positions with a fair value of $1,582,992. The Master wasformed in order to permit accounts managed by Campbell & Company,Inc. (the "Advisor") using the FME LargePortfolio Program, the Advisor's proprietary trading program, toinvest together in one trading vehicle. The General Partner of thePartnership is the General Partner of the Master. Individual and pooledaccounts currently managed by the Advisor, including the Partnership,are permitted to be limited partners of the Master. The General Partnerand the Advisor believe that trading through this master/feederstructure promotes efficiency and economy in the trading process.Expenses to investors as a result of the investment in the Master areapproximately the same and redemption rights are not affected.

Asof March 31, 2006, the Partnership owned approximately 73.1% ofthe Master. It is the Partnership's intention to continue toinvest substantially all of its assets in the Master. The performanceof the Partnership is directly affected by the performance of theMaster. The Master's Statement of Financial Condition, Statementof Income and Expenses and Partners' Capital, Condensed Scheduleof Investments and Statement of Cash Flows are included herein.

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 March 31, 2006 and December31, 2005 and the results of its operations and cash flows for the threemonths ended March 31, 2006 and 2005. These financial statementspresent the results of interim periods and do not include alldisclosures normally provided in annual financial statements. Youshould read these financial statements together with the financialstatements and notes included in the Partnership's Annual Reporton Form 10-K filed with the Securities and Exchange Commission for theyear ended December 31, 2005.

Due to the nature of commoditytrading, the results of operations for the interim periods presentedshould not be considered indicative of the results that may be expectedfor the entire year.

The Master's Statement of FinancialCondition and Condensed Schedule of Investments as of March  31,2006 and Statement of Income and Expenses and Partners' Capitaland Statement of Cash Flows for the three months ended March 31, 2006and 2005 are presented below:

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2006 (Unaudited)

CMF Campbell Master Fund L.P.Statement of Financial Condition(Unaudited)

|                                                                                                 |  |              |             |                  |  |        |             |        |  |  |
|-------------------------------------------------------------------------------------------------|--|--------------|-------------|------------------|--|--------|-------------|--------|--|--|
|                                                                                            |  | March31,2006 |             | December 30,2005 |
|                                                                                            |  |         |        |             |  |   |        |   |
| Assets:                                                                                         |  |         |        |             |  |   |        |   |
| Equityin commodity futures tradingaccount:                                                      |  |         |        |             |  |   |        |   |
| Cash (restricted$34,770,767 and $42,476,193 in 2006 and 2005,respectively)                      |  | $            | 341,502,675 |             |  | $      | 337,483,460 |   |
| Net unrealized appreciation on open futurespositions                                            |  |         | 7,564,985   |             |  |   | —     |   |
| Unrealized appreciation on open forwardcontracts                                                |  |         | 16,788,509  |             |  |   | 9,103,088   |   |
|                                                                                            |  |         | 365,856,169 |             |  |   | 346,586,548 |   |
| Interestreceivable                                                                              |  |         | 1,046,705   |             |  |   | 779,766     |   |
|                                                                                            |  |         | 366,902,874 |             |  |   | 347,366,314 |   |
| Liabilities andPartners'Capital:                                                                |  |         |        |             |  |   |        |   |
| Liabilities:                                                                                    |  |         |        |             |  |   |        |   |
| Netcommodity options written at Market Value (premium received$62,140)                          |  | $            | 29,137      |             |  | $      | —     |   |
| Net unrealized depreciation on open futurespositions                                            |  |         | —     |             |  |   | 607,801     |   |
| Unrealized depreciation on open forwardcontracts                                                |  |         | 10,070,228  |             |  |   | 19,546,499  |   |
| Accruedexpenses:                                                                                |  |         |        |             |  |   |        |   |
| Professionalfees                                                                                |  |         | 47,523      |             |  |   | 41,475      |   |
| Distributionpayable                                                                             |  |         | 1,046,705   |             |  |   | 779,766     |   |
|                                                                                            |  |         | 11,193,593  |             |  |   | 20,975,541  |   |
| Partners'Capital:                                                                               |  |         |        |             |  |   |        |   |
| Partners'Capital, 294,509.8894 and 286,601.7201 Units outstanding in 2006 and2005, respectively |  |         | 355,709,281 |             |  |   | 326,390,773 |   |
|                                                                                            |  | $            | 366,902,874 |             |  | $      | 347,366,314 |   |
|                                                                                                 |

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2006 (Unaudited)

CMF Campbell Master Fund L.P.Condensed Schedule of Investments March 31,2006(Unaudited)

|                                                   |  |           |             |                       |  |        |        |         |  |  |
|---------------------------------------------------|--|-----------|-------------|-----------------------|--|--------|--------|---------|--|--|
| Futures ContractsPurchased                        |  | FairValue |             | % of Partners'Capital |
| Energy                                            |  | $         | 2,154,530   |                  |  |   | 0.61   | %  |
| Interest RatesNon-U.S.                            |  |      | (887,413    | )                |  |   | (0.25  | )  |
| Indices                                           |  |      | 1,818,469   |                  |  |   | 0.51   |    |
| Metals                                            |  |      | 363,640     |                  |  |   | 0.10   |    |
| Total futures contractspurchased                  |  |      | 3,449,226   |                  |  |   | 0.97   |    |
|                                              |  |      |        |                  |  |   |   |    |
| FuturesContractsSold                              |  |      |        |                  |  |   |   |    |
| Energy                                            |  |      | (7,600      | )                |  |   | (0.00) | *  |
| Interest Rates Non-U.S.                           |  |      | 1,471,396   |                  |  |   | 0.41   |    |
| Interest Rates U.S.                               |  |      | 2,653,246   |                  |  |   | 0.75   |    |
| Indices                                           |  |      | (1,283      | )                |  |   | (0.00) | *  |
| Total futures contractssold                       |  |      | 4,115,759   |                  |  |   | 1.16   |    |
|                                              |  |      |        |                  |  |   |   |    |
| UnrealizedAppreciation on ForwardContracts        |  |      |        |                  |  |   |   |    |
|                                              |  |      |        |                  |  |   |   |    |
| Currencies                                        |  |      | 14,744,945  |                  |  |   | 4.15   |    |
| Metals                                            |  |      | 2,043,564   |                  |  |   | 0.57   |    |
| Total unrealized appreciation on forwardcontracts |  |      | 16,788,509  |                  |  |   | 4.72   |    |
|                                              |  |      |        |                  |  |   |   |    |
| UnrealizedDepreciation on ForwardContracts        |  |      |        |                  |  |   |   |    |
|                                              |  |      |        |                  |  |   |   |    |
| Currencies                                        |  |      | (9,943,814  | )                |  |   | (2.80  | )  |
| Metals                                            |  |      | (126,414    | )                |  |   | (0.04  | )  |
| Total unrealized depreciation on forwardcontracts |  |      | (10,070,228 | )                |  |   | (2.84  | )  |
|                                              |  |      |        |                  |  |   |   |    |
| OptionsWritten                                    |  |      |        |                  |  |   |   |    |
|                                              |  |      |        |                  |  |   |   |    |
| Currencies                                        |  |      | (29,137     | )                |  |   | (0.00) | *  |
|                                              |  |      |        |                  |  |   |   |    |
| Total fairvalue                                   |  | $         | 14,254,129  |                  |  |   | 4.01   | %  |
|                                                   |

|  |                                                                                   |
|--|-----------------------------------------------------------------------------------|
|  | Percentages are based onPartners' capital of the Master unless otherwiseindicated |

|  |                   |
|--|-------------------|
|  | * Due to rounding |

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2006 (Unaudited)

CMF Campbell Master FundL.P.Condensed Schedule of InvestmentsDecember 31,2005(Unaudited)

|                                                   |  |           |             |                      |  |        |        |          |  |  |
|---------------------------------------------------|--|-----------|-------------|----------------------|--|--------|--------|----------|--|--|
|                                              |  | FairValue |             | % ofPartners'Capital |
| FuturesContractsPurchased                         |  |      |        |                 |  |   |   |     |
|                                              |  |      |        |                 |  |   |   |     |
| Energy                                            |  | $         | (2,956,926  | )               |  |   | (0.90  | )%  |
| Interest RatesNon-U.S.                            |  |      | 128,183     |                 |  |   | 0.04   |     |
| InterestRatesU.S.                                 |  |      | (22,312     | )               |  |   | (0.01  | )   |
| Indices                                           |  |      | (193,762    | )               |  |   | (0.06  | )   |
| Metals                                            |  |      | 73,100      |                 |  |   | 0.02   |     |
| Total futures contractspurchased                  |  |      | (2,971,717  | )               |  |   | (0.91  | )   |
|                                              |  |      |        |                 |  |   |   |     |
| FuturesContractsSold                              |  |      |        |                 |  |   |   |     |
|                                              |  |      |        |                 |  |   |   |     |
| InterestRates Non-U.S.                            |  |      | 2,875,170   |                 |  |   | 0.88   |     |
| Interest RatesU.S.                                |  |      | (435,695    | )               |  |   | (0.14  | )   |
| Indices                                           |  |      | (75,559     | )               |  |   | (0.02  | )   |
| Totalfutures contracts sold                       |  |      | 2,363,916   |                 |  |   | 0.72   |     |
|                                              |  |      |        |                 |  |   |   |     |
| UnrealizedAppreciation on ForwardContracts        |  |      |        |                 |  |   |   |     |
|                                              |  |      |        |                 |  |   |   |     |
| Currencies                                        |  |      | 9,018,132   |                 |  |   | 2.76   |     |
| Metals                                            |  |      | 84,956      |                 |  |   | 0.03   |     |
| Total unrealized appreciation onforward contracts |  |      | 9,103,088   |                 |  |   | 2.79   |     |
|                                              |  |      |        |                 |  |   |   |     |
| UnrealizedDepreciation on ForwardContracts        |  |      |        |                 |  |   |   |     |
|                                              |  |      |        |                 |  |   |   |     |
| Currencies                                        |  |      | (19,539,120 | )               |  |   | (5.99  | )   |
| Metals                                            |  |      | (7,379      | )               |  |   | (0.00) | *   |
| Total unrealized depreciation on forwardcontracts |  |      | (19,546,499 | )               |  |   | (5.99  | )   |
|                                              |  |      |        |                 |  |   |   |     |
| Totalfair value                                   |  | $         | (11,051,212 | )               |  |   | (3.39  | )%  |
|                                                   |

|  |                                                                                   |
|--|-----------------------------------------------------------------------------------|
|  | Percentagesare based on Partners' capital of the Master unless otherwiseindicated |

|  |                   |
|--|-------------------|
|  | * Due to rounding |

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Table of Contents

SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2006 (Unaudited)

CMF Campbell Master FundL.P.Statements of Income and Expenses and Partners'Capital(Unaudited)

|                                                                                                                   |  |                            |             |         |  |        |             |         |  |  |
|-------------------------------------------------------------------------------------------------------------------|--|----------------------------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                                              |  | ThreeMonths Ended March31, |
|                                                                                                              |  | 2006                       |             | 2005    |
| Income:                                                                                                           |  |                       |        |    |  |   |        |    |
| Netgains (losses) on trading of commodityinterests:                                                               |  |                       |        |    |  |   |        |    |
| Realized losseson closed positions and foreign currencies                                                         |  | $                          | (4,986,974  | )  |  | $      | (9,173,982  | )  |
| Change inunrealized gains (losses) on openpositions                                                               |  |                       | 25,364,169  |    |  |   | (1,192,577  | )  |
|                                                                                                              |  |                       | 20,377,195  |    |  |   | (10,366,559 | )  |
|                                                                                                              |  |                       |        |    |  |   |        |    |
| InterestIncome                                                                                                    |  |                       | 2,873,934   |    |  |   | 1,265,914   |    |
|                                                                                                              |  |                       | 23,251,129  |    |  |   | (9,100,645  | )  |
|                                                                                                              |  |                       |        |    |  |   |        |    |
| Expenses:                                                                                                         |  |                       |        |    |  |   |        |    |
| Commissionsincluding clearing fees of $52,676 and $35,818,respectively                                            |  |                       | 92,229      |    |  |   | 125,554     |    |
| Other expenses                                                                                                    |  |                       | 6,048       |    |  |   | 13,200      |    |
|                                                                                                              |  |                       | 98,277      |    |  |   | 138,754     |    |
|                                                                                                              |  |                       |        |    |  |   |        |    |
| Net income(loss)                                                                                                  |  |                       | 23,152,852  |    |  |   | (9,239,399  | )  |
| Additions — Limited Partners                                                                                |  |                       | 25,086,000  |    |  |   | 291,770,300 |    |
| Redemptions — LimitedPartners                                                                               |  |                       | (16,046,410 | )  |  |   | (7,411,048  | )  |
| Distribution of interest to FeederFunds                                                                           |  |                       | (2,873,934  | )  |  |   | (1,265,914  | )  |
| Net increase in Partners'capital                                                                                  |  |                       | 29,318,508  |    |  |   | 273,853,939 |    |
|                                                                                                              |  |                       |        |    |  |   |        |    |
| Partners' capital,beginning of period                                                                             |  |                       | 326,390,773 |    |  |   | —     |    |
|                                                                                                              |  |                       |        |    |  |   |        |    |
| Partners' capital,end of period                                                                                   |  | $                          | 355,709,281 |    |  | $      | 273,853,939 |    |
|                                                                                                              |  |                       |        |    |  |   |        |    |
| Net asset value per Unit(294,509.8894 and 284,365.1251 Units outstanding at March 31, 2006 and2005, respectively) |  | $                          | 1,207.80    |    |  | $      | 963.04      |    |
|                                                                                                              |  |                       |        |    |  |   |        |    |
| Netgain (loss) per Unit of Partners'Interest                                                                      |  | $                          | 78.80       |    |  | $      | (32.50      | )  |
|                                                                                                                   |

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2006 (Unaudited)

CMF Campbell Master Fund L.P.Statement of Cash Flows (Unaudited)

|                                                                                          |  |                           |             |         |  |        |             |         |  |  |
|------------------------------------------------------------------------------------------|--|---------------------------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                     |  | ThreeMonths EndedMarch31, |
|                                                                                     |  | 2006                      |             | 2005    |
| Cashflows from operatingactivities:                                                      |  |                      |        |    |  |   |        |    |
| Netincome                                                                                |  | $                         | 23,152,852  |    |  | $      | (9,239,399  | )  |
| Adjustmentsto reconcile net income to net cash provided by (used in)operatingactivities: |  |                      |        |    |  |   |        |    |
| Changesin operating assets andliabilities:                                               |  |                      |        |    |  |   |        |    |
| (Increase)decrease in restrictedcash                                                     |  |                      | 7,705,426   |    |  |   | (31,825,411 | )  |
| (Increase)decrease in net unrealized appreciation/depreciation on open futurespositions  |  |                      | (7,564,985  | )  |  |   | (764,784    | )  |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                   |  |                      | (7,685,421  | )  |  |   | 7,795,474   |    |
| (Increase)decrease in interestreceivable                                                 |  |                      | (266,939    | )  |  |   | (496,657    | )  |
| Increase(decrease) in unrealized depreciation on open futurespositions                   |  |                      | (607,801    | )  |  |   | —     |    |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                   |  |                      | (9,476,271  | )  |  |   | (5,838,113  | )  |
| Increase(decrease) in commodity option written at fairvalue                              |  |                      | 29,137      |    |  |   | —     |    |
| Accruedexpenses:                                                                         |  |                      |        |    |  |   |        |    |
| Increase(decrease) in professionalfees                                                   |  |                      | 6,048       |    |  |   | 13,200      |    |
| Netcash provided by (used in) operatingactivities                                        |  |                      | 5,292,046   |    |  |   | (40,355,690 | )  |
| Cashflows from financingactivities:                                                      |  |                      |        |    |  |   |        |    |
| Proceeds fromadditions                                                                   |  |                      | 25,086,000  |    |  |   | 288,903,441 |    |
| Paymentsforredemptions                                                                   |  |                      | (16,046,410 | )  |  |   | (7,411,048  | )  |
| Distributionof interest to feederfunds                                                   |  |                      | (2,606,995  | )  |  |   | (769,257    | )  |
| Netcash provided by (used in) financingactivities                                        |  |                      | 6,432,595   |    |  |   | 280,723,136 |    |
| Netchange incash                                                                         |  |                      | 11,724,641  |    |  |   | 240,367,446 |    |
| Unrestrictedcash, at beginning ofperiod                                                  |  |                      | 295,007,267 |    |  |   | —     |    |
| Unrestrictedcash, at end ofperiod                                                        |  | $                         | 306,731,908 |    |  | $      | 240,367,446 |    |
| Noncash financing activities:Contribution of open commodity futuresand forwardspositions |  | $                         | —     |    |  | $      | 2,866,859   |    |
|                                                                                          |

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2006 (Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of LimitedPartnership Interest for the three months ended March 31, 2006 and 2005were asfollows:

|                                                   |  |                           |          |         |  |        |          |         |  |  |
|---------------------------------------------------|--|---------------------------|----------|---------|--|--------|----------|---------|--|--|
|                                              |  | ThreeMonths EndedMarch31, |
|                                              |  | 2006                      |          | 2005    |
| Net Realized and Unrealized gains(losses)*        |  | $                         | 78.96    |    |  | $      | (88.92   | )  |
| InterestIncome                                    |  |                      | 15.59    |    |  |   | 7.50     |    |
| Expenses**                                        |  |                      | (18.70   | )  |  |   | (8.31    | )  |
| Increase (decrease) for the period                |  |                      | 75.85    |    |  |   | (89.73   | )  |
| Net Asset per Redeemable Unit,beginning of period |  |                      | 1,817.40 |    |  |   | 1,699.79 |    |
| Net Asset per Redeemable Unit, end ofperiod       |  | $                         | 1,893.25 |    |  | $      | 1,610.06 |    |
|                                                   |

|   |                                                                                               |
|---|-----------------------------------------------------------------------------------------------|
| * | IncludesPartnership brokerage commissions and brokerage commissions allocatedfrom the Master. |

|    |                                                                                               |
|----|-----------------------------------------------------------------------------------------------|
| ** | ExcludesPartnership brokerage commissions and brokerage commissions allocatedfrom the Master. |

|                                             |  |                            |        |          |  |        |         |          |  |  |
|---------------------------------------------|--|----------------------------|--------|----------|--|--------|---------|----------|--|--|
|                                        |  | ThreeMonths EndedMarch 31, |
|                                        |  | 2006                       |        | 2005     |
| Ratioto average netassets:***               |  |                       |   |     |  |   |    |     |
| Net investmentloss before incentivefees**** |  |                       | (5.6   | )%  |  |   | (7.1    | )%  |
| Operatingexpenses                           |  |                       | 9.1    | %   |  |   | 9.1     | %   |
| Incentivefees                               |  |                       | 0.5    |     |  |   | — |     |
| Totalexpenses                               |  |                       | 9.6    | %   |  |   | 9.1     | %   |
| Totalreturn:                                |  |                       |   |     |  |   |    |     |
| Total return beforeincentivefees            |  |                       | 4.7    | %   |  |   | (5.3)   | %   |
| Incentivefees                               |  |                       | (0.5   | )   |  |   | — |     |
| Totalreturn after incentivefees             |  |                       | 4.2    | %   |  |   | (5.3)   | %   |
|                                             |

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

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

The above ratios mayvary 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 net assets.

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2006 (Unaudited)

Financial Highlights of theMaster:

|                                             |  |                           |          |         |  |        |          |          |  |  |
|---------------------------------------------|--|---------------------------|----------|---------|--|--------|----------|----------|--|--|
|                                        |  | ThreeMonths EndedMarch31, |
|                                        |  | 2006                      |          | 2005    |
| Netrealized and unrealized gains(losses)*   |  | $                         | 68.99    |    |  | $      | (36.92   | )   |
| InterestIncome                              |  |                      | 9.83     |    |  |   | 4.46     |     |
| Expenses**                                  |  |                      | (0.02    | )  |  |   | (0.04    | )   |
| Increasefor theperiod                       |  |                      | 78.80    |    |  |   | (32.50   | )   |
| Distributions                               |  |                      | (9.83    | )  |  |   | (4.46    | )   |
| NetAsset Value per Unit, beginning ofperiod |  |                      | 1,138.83 |    |  |   | 1,000.00 |     |
| NetAsset Value per Unit, end ofperiod       |  | $                         | 1,207.80 |    |  | $      | 963.04   |     |
| *Includesbrokeragecommissions               |
| **Excludesbrokeragecommissions              |
| Ratiosto average net assets:***             |  |                      |     |    |  |   |     |     |
| Net investmentincome****                    |  |                      | 3.2      | %  |  |   | 1.7      | %   |
| Operatingexpense                            |  |                      | 0.1      | %  |  |   | 0.2      | %   |
| Totalreturn                                 |  |                      | 6.9      | %  |  |   | (3.3     | )%  |
|                                             |

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

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

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

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 and the Master and CGM gives thePartnership and the Master, respectively, the legal right to netunrealized gains and losses on open futures positions.

All ofthe commodity interests owned by the Master in 2006 (and owned by thePartnership in 2005) are held for trading purposes. The average fairvalues of these interests during the three and twelve months endedMarch 31, 2006 and December 31, 2005, based on a monthly calculation,were $2,582,213 and $11,094,108, respectively. The fair values of thesecommodity interests, including options thereon, if applicable, at March31, 2006 and December 31, 2005, were $14,254,129 and $(11,051,212),respectively. Fair values for exchange traded commodity futures andoptions are based on quoted market prices for those futures andoptions. Fair values for all other financial instruments for whichmarket quotations are not readily available are based on calculationsapproved by the General Partner.

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2006 (Unaudited)

4.    Financial Instrument Risks:

In the normal course of its business, the Partnership eitherdirectly or through its investment in the Master, 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/Master due to market changes, including interest andforeign exchange rate movements and fluctuations in commodity orsecurity prices. Market risk is directly impacted by the volatility andliquidity in the markets in which the related underlying assets aretraded.

Credit risk is the possibility that a loss may occur dueto the failure of a counterparty to perform according to the terms of acontract. Credit risk with respect to exchange-traded instruments isreduced to the extent that an exchange or clearing organization acts asa counterparty to the transactions. ThePartnership's/Master's risk of loss in the event ofcounterparty default is typically limited to the amounts recognized asunrealized appreciation in the statements of financial condition andnot represented by the contract or notional amounts of the instruments.The Partnership, through its investment in the Master, has credit riskand concentration risk because the sole counterparty or broker withrespect to the Master's assets is CGM.

The General Partnermonitors and controls the Partnership's/Master's riskexposure on a daily basis through financial, credit and risk managementmonitoring systems, and accordingly believes that it has effectiveprocedures for evaluating and limiting the credit and market risks towhich the Partnership/Master is subject. These monitoring systems allowthe General Partner to statistically analyze actual trading resultswith risk-adjusted performance indicators and correlation statistics.In addition, 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 March 31, 2006.However, due to the nature of the Partnership's/Master'sbusiness, 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 notengage in the sale of goods or services. Its only assets are itsinvestment in the Master and cash. The Master does not engage in thesale of goods or services. Because of the low margin deposits normallyrequired in commodity futures trading, relatively small price movementsmay result in substantial losses to the Partnership. While substantiallosses could lead to a substantial decrease in liquidity, no suchlosses occurred in the first quarter of 2006.

ThePartnership's capital consists of capital contributions, asincreased or decreased by its investment in the Master, expenses,interest income, redemptions of Redeemable Units and distributions ofprofits, if any.

For the three months ended March 31, 2006,Partnership capital increased 12.3% from $227,916,653 to$255,995,731. This increase was attributable to a net gain fromoperations of $10,268,218 coupled with the additional sales of13,754.8347 Redeemable Units of Limited Partnership Interest totaling$25,086,000, which was partially offset by the redemption of 3,948.3513Redeemable Units of Limited Partnership Interest totaling $7,275,140.Future redemptions can impact the amount of funds available forinvestment in commodity contract positions in subsequent periods.

The Master's capital consists of the capitalcontributions of the partners as increased or decreased by realizedand/or unrealized gains or losses on commodity futures trading,expenses, interest income, redemptions of Units and distributions ofprofits, if any.

For the three months ended March 31, 2006, theMaster's capital increased 9.0% from $326,390,773 to$355,709,281. This increase was attributable to a net gain fromoperations of $23,152,852 coupled with the additional sales of21,846.4224 units totaling $25,086,000, which was partially offset bythe redemption of 13,938.2531 Units totaling $16,046,410 anddistribution of interest totaling $2,873,934 to the limited partners ofthe Master. Future redemptions can impact the amount of funds availablefor investments in commodity contract positions in subsequentperiods.

Critical Accounting Policies

The preparation of financial statements in conformity withaccounting principles generally accepted in the United States ofAmerica requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities, disclosures ofcontingent 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 financialinstruments and derivative commodity instruments) are used for tradingpurposes. The commodity interests are recorded on trade date and opencontracts are recorded in the statements of financial condition at fairvalue on the last business day of the period, which represents marketvalue for those commodity interests for which market quotations arereadily available 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.

The value of the Partnership's investment in theMaster reflects the Partnership's proportional interest in thePartners' capital of the Master. All of the income and expensesand unrealized and realized gains and losses from the commoditytransactions of the Master are allocated pro rata among the investorsat the time of such determination.

Foreign currencycontracts are those contracts where the Partnership/Master agrees toreceive or deliver a fixed quantity of foreign currency for anagreed-upon price on an agreed future date. Foreign currency contractsare valued daily, and the Partnership's/Master's net equitytherein, representing unrealized gain or loss on the contracts asmeasured by the difference between the forward foreign 

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exchange rates at the dates of entry into thecontracts and the forward rates at the reporting date, is included inthe statements of financial condition. Realized gains (losses) andchanges in unrealized values on foreign currency contracts arerecognized in the period in which the contract is closed or the changesoccur and are included in the Statements of Income and Expenses andPartners' capital.

Results ofOperations

During the Partnership's firstquarter of 2006 the net asset value per Redeemable unit increased4.2% from $1,817.40 to $1,893.25 compared to a decrease of5.3% in the first quarter of 2005. The Partnership experienced anet trading gain before brokerage commissions and related fees in thefirst quarter of 2006 of $14,826,859. Gains were primarily attributableto the Master's trading of commodity futures in currencies, U.S.interest rates, livestock, metals and indices partially offset bylosses in non-U.S. interest rates. The Partnership experienced a nettrading loss before brokerage commissions and related fees in the firstquarter of 2005 of $6,353,966. Losses were primarily attributable tothe Master's trading of commodity futures in currencies andindices and were partially offset by gains in U.S. and non-U.S.interest rates, energy and metals.

Nearly all sectors traded bythe Master were profitable in the first quarter. The main drivers ofperformance were market trends in stock indices, interest rate, energyand foreign exchange markets that were favorable to the Advisor'sportfolio and trading strategies.

The results from energytrading were generally inconsequential as the Advisor's portfoliofocuses more on energy sectors, like natural gas and heating oil, whichtend to be less influenced by political and weather related forces andtherefore less susceptible to sudden reversals. Through this period,global interest rates continued their rise which was profitable for theadvisor's positions in U.S. fixed income instruments but less soin non-U.S. trading.

Counterintuitive to traditional marketreaction to higher interest rates, global stock markets advanced ascorporate earnings reports for full year 2005 met or exceededexpectations and consumer spending remained high despite increasedenergy prices and interest rates. Adding to gains for the partnershipwas profitable trading in foreign currencies. Driven by expectations ofhigher interest rates, the U.S. dollar rallied in March and wasprofitable for the Advisor's positions.

Commodityfutures markets are highly volatile. The potential for broad and rapidprice fluctuations increases the risks involved in commodity trading,but also increases the possibility of profit. The profitability of thePartnership (and the Master) depends on the existence of major pricetrends and the ability of the Advisor to correctly identify those pricetrends. Price trends are influenced by, among other things, changingsupply and demand relationships, weather, governmental, agricultural,commercial and trade programs and policies, national and internationalpolitical and economic events and changes in interest rates. To theextent that market trends exist and the Advisor is able to identifythem, the Partnership (and the Master) expects to increase capitalthrough operations.

Interest income on 80% ofthe Partnership's daily average equity allocated to it by theMaster was earned at a 30-day U.S. Treasury bill rate determined weeklyby CGM based on the average non-competitive yield on 3-month U.S.Treasury bills maturing in 30 days. CGM may continue to maintain theMaster's assets in cash and/or place all of the Master'sassets in 90-day Treasury bills and pay the Partnership 80% ofthe interest earned on the Treasury bills purchased. CGM will retain20% of any interest earned on Treasury bills. Interest incomeallocated from the Master for the three months ended March 31, 2006increased by $1,294,744 as compared to the corresponding period in2005. The increase in interest income is primarily due to higher netassets and higher interest rates during the three months ended March31, 2006 as compared to the corresponding period in 2005.

Brokerage commissions are calculated on thePartnership's adjusted net asset value on the last day of eachmonth and are affected by trading performance, additions andredemptions. Accordingly, they must be analyzed in relation to thefluctuations in the monthly net asset values. Commissions and fees forthe three months ended March 31, 2006 increased by $1,326,994 ascompared to the corresponding period in 2005. The increase in brokeragecommissions and fees is due to higher net assets during the threemonths ended March 31, 2006 as compared to the corresponding period in2005.

Management fees are calculated as a percentage ofthe Partnership's net asset value as of the end of each month andare affected by trading performance, additions and redemptions.Management fees for 

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the three months ended March 31, 2006increased by $405,853 as compared to the corresponding period in 2005.The increase in management fees is due to higher net assets during thethree months ended  March 31, 2006 as compared to thecorresponding period in 2005.

Incentive fees are basedon the new trading profits generated by the Advisor at the end of thequarter as defined in the advisory agreements between the Partnership,the General Partner and the Advisor. Trading performance for the threemonths ended March  31, 2006 resulted in incentive fees of$1,237,713. There were no incentive fees earned for the three monthsended March 31, 2005.

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Item. 3    Quantitative and QualitativeDisclosures about Market Risk

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

Market movementsresult in frequent changes in the fair market value of theMaster's open positions and, consequently, in its earnings andcash flow. The Master's market risk is influenced by a widevariety of factors, including the level and volatility of interestrates, exchange rates, equity price levels, the market value offinancial instruments and contracts, the diversification effects amongthe Master's open positions and the liquidity of the markets inwhich it trades.

The Master rapidly acquires and liquidates bothlong 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 Master's pastperformance is not necessarily indicative of its future results.

Value at Risk is a measure of the maximum amount which the Mastercould reasonably be expected to lose in a given market sector. However,the inherent uncertainty of the Master's speculative trading andthe recurrence in the markets traded by the Master of market movementsfar exceeding expectations could result in actual trading ornon-trading losses far beyond the indicated Value at Risk or theMaster's experience to date (i.e., "risk ofruin"). In light of the foregoing as well as the risks anduncertainties intrinsic to all future projections, the inclusion of thequantification in this section should not be considered to constituteany assurance or representation that the Master's losses in anymarket sector will be limited to Value at Risk or by the Master'sattempts to manage its market risk.

Exchange maintenance marginrequirements have been used by the Master as the measure of its Valueat Risk. Maintenance margin requirements are set by exchanges to equalor exceed the maximum losses reasonably expected to be incurred in thefair value of any given contract in 95%-99% of anyone-day interval. Maintenance margin has been used rather than the moregenerally available initial margin, because initial margin includes acredit risk component, which is not relevant to Value atRisk.

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The following table indicates the tradingValue at Risk associated with the Master's open positions bymarket category as of March 31, 2006 and the highest, lowest andaverage values during the three months ended March 31, 2006. All openposition trading risk exposures of the Master have been included incalculating the figures set forth below. As of March 31, 2006, theMaster's total capitalization was $355,709,281.

March 31,2006(Unaudited)

|                                  |  |              |            |                          |  |                                  |        |                 |  |                      |            |        |  |        |            |        |  |        |            |        |  |  |
|----------------------------------|--|--------------|------------|--------------------------|--|----------------------------------|--------|-----------------|--|----------------------|------------|--------|--|--------|------------|--------|--|--------|------------|--------|--|--|
|                             |  |         |            |                     |  | ThreeMonths ended March 31, 2006 |
| Market Sector                    |  | Value atRisk |            | % of TotalCapitalization |  | HighValue at Risk                |        | LowValue atRisk |  | AverageValue atRisk* |
| Currencies:                      |  |         |       |                     |  |                             |   |            |  |                 |       |   |  |   |       |   |  |   |       |   |
| —OTC traded Contracts      |  | $            | 15,855,407 |                     |  |                             | 4.46   | %          |  | $                    | 16,627,009 |   |  | $      | 10,760,009 |   |  |   | 15,259,326 |   |
| Energy                           |  |         | 3,433,700  |                     |  |                             | 0.97   | %          |  |                 | 6,696,300  |   |  |   | 1,155,082  |   |  |   | 4,482,200  |   |
| Indices                          |  |         | 6,703,725  |                     |  |                             | 1.88   | %          |  |                 | 14,411,622 |   |  |   | 6,163,466  |   |  |   | 9,331,036  |   |
| Interest RatesNon-U.S.           |  |         | 2,941,882  |                     |  |                             | 0.83   | %          |  |                 | 6,533,524  |   |  |   | 2,496,984  |   |  |   | 3,086,782  |   |
| Interest RatesU.S.               |  |         | 3,039,000  |                     |  |                             | 0.85   | %          |  |                 | 3,892,620  |   |  |   | 786,310    |   |  |   | 2,798,983  |   |
| Metals                           |  |         |       |                     |  |                             |   |            |  |                 |       |   |  |   |       |   |  |   |       |   |
| —Exchange traded Contracts |  |         | 192,500    |                     |  |                             | 0.05   | %          |  |                 | 2,850,700  |   |  |   | 51,000     |   |  |   | 143,500    |   |
| — OTC tradedContracts      |  |         | 553,550    |                     |  |                             | 0.16   | %          |  |                 | 822,970    |   |  |   | 279,433    |   |  |   | 556,950    |   |
| Total                            |  | $            | 32,719,764 |                     |  |                             | 9.20   | %          |  |                 |       |   |  |   |       |   |  |   |       |   |
|                                  |

|  |                                      |
|--|--------------------------------------|
|  | *Average of 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, andbased on this evaluation, has concluded that these disclosure controlsand procedures are effective. Additionally, there were no significantchanges in the Partnership's internal controls or in otherfactors that could significantly affect these controls during theregistrant's last fiscal quarter, including any correctiveactions with regard to significant deficiencies and materialweaknesses.

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PART II. OTHERINFORMATION

Item 1.    Legal Proceedings

Thefollowing information supplements and amends our discussion set forthunder Part I, Item 3 "Legal Proceedings" inthe Partnership's Annual Report on Form 10-K for the year endedDecember 31, 2005.

WorldCom, Inc.

InMarch 2006, the class action settlement in IN RE WORLDCOM, INC.SECURITIES LITIGATION became final, and the settlement amount was paidpursuant to the terms of the settlement agreement.

Research

On March 29, 2006, the courtpreliminarily approved Citigroup's settlement of IN RE SALOMONANALYST AT&T LITIGATION. A final hearing on the settlement isscheduled for August 11, 2006.

IPO AntitrustLitigation

The underwriter defendants' motion in theSecond Circuit to stay the issuance of the mandate remanding the casesto the district court pending the filing of a petition for writ ofcertiorari to the United States Supreme Court was granted on March 9,2006, after the writ of certiorari was filed on March 8, 2006.

Item 1A.    Risk Factors

There are no material changesfrom the risk factors set forth under Part I, Item 1A."Risk Factors" in our Annual Report on Form10-K for the fiscal year ended December 31, 2005.

Item2.    Unregistered Sales of Equity Securities and Use ofProceeds

For the three months ended March 31, 2006, there wereadditional sales of 13,754.8347 Redeemable Units of Limited Partnershiptotaling $25,086,000. The Redeemable Units were issued in reliance uponapplicable exemptions from registration under Section 4(2) of theSecurities Act of 1933, as amended, and Section 506 of Regulation Dpromulgated thereunder.

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 ofUnits Purchased* |            | (b) AveragePricePaid perUnit** |  | (c) Total Numberof UnitsPurchasedas Partof Publicly AnnouncedPlans or Programs |          | (d)Maximum Number(or ApproximateDollar Value) ofUnitsthatMay Yet BePurchased Under thePlans orPrograms |
| January 1, 2006-January 31,2006   |  |                               | 707.1046   |                           |  | $                                                                              | 1,853.49 |                                                                                                   |  |   | N/A |   |  |   | N/A |   |
| February1, 2006 -February 28,2006 |  |                               | 2,359.1877 |                           |  | $                                                                              | 1,820.36 |                                                                                                   |  |   | N/A |   |  |   | N/A |   |
| March1, 2006 -March 31,2006       |  |                               | 882.0590   |                           |  | $                                                                              | 1,893.25 |                                                                                                   |  |   | N/A |   |  |   | N/A |   |
| Total                             |  |                               | 3,948.3513 |                           |  | $                                                                              | 1,855.70 |                                                                                                   |  |   | 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 ofRedeemable Units are effected as of the last day of each month at theNet Asset Value per Redeemable Unit as of that day. |

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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

The exhibits required to befiled by Item 601 of Regulation S-1 are incorporated herein byreference to the exhibit index of the Annual Report on Form 10-K forthe period ended December 31, 2005.

Exhibit - 31.1 -Rule 13a-14(a)/15d-14(a) Certification(Certification of Presidentand Director)

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

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

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

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SIGNATURES

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

|                                       |  |                                                                                                                                          |  |  |  |  |
|---------------------------------------|--|------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| SMITHBARNEY POTOMAC FUTURES FUND L.P. |
| By:                                   |  | Citigroup ManagedFutures LLC (General Partner)                                                                                           |
| By:                                   |  | /s/ David J.Vogel David J. Vogel, President and Director                                                                                 |
| Date:   May 12,2006    |
| By:                                   |  | /s/Daniel R. McAuliffe, Jr.         Daniel R. McAuliffe,Jr. Chief Financial Officer and Director |
| Date: May 12,2006                     |
|                                       |

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