UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended March 31, 2008

OR ( ) TRANSITION REPORT PURSUANT SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto

Commission File Number0-50735

SMITH BARNEY POTOMAC FUTURES FUND L.P.(Exact name of registrant as specified in its charter)New York


13-3937275(State or other jurisdiction of


(I.R.S. Employerincorporation or organization)


Identification No.)c/o Citigroup Managed Futures LLC
731 Lexington Avenue - 25th Fl.
New York, New York 10022(Address of principal executive offices) (Zip Code)(212) 559-2011(Registrant’s telephone number, including area code)


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

YesXNo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of ‘‘large accelerated filer and accelerated filer’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filerAccelerated filerNon Accelerated filerXSmaller reporting company

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

YesNoX

As of April 30, 2008, 84,956.9096 Limited Partnership Redeemable Units were outstanding.

---



SMITH BARNEY POTOMAC FUTURES FUND L.P.

FORM 10-Q

INDEX

Page
NumberPART I - Financial Information:Item 1.


Financial Statements:Statements of Financial Condition
at March 31, 2008 (unaudited) and December 31, 2007


3Statements of Income and Expenses
and Partners’ Capital for the three
months ended March 31, 2008 and 2007
(unaudited)


4Statements of Cash Flows for the
three months ended March 31, 2008 and 2007
(unaudited)


5Notes to Financial Statements, including the Financial
Statements of CMF Campbell Master Fund L.P.
(unaudited)


6 – 16Item 2.


Management’s Discussion and
Analysis of Financial Condition
and Results of Operations


17 – 21Item 3.


Quantitative and Qualitative
Disclosures about Market Risk


22 – 23Item 4T.


Controls and Procedures


24PART II - Other Information


25 – 26


2

---



PART I

Item 1. Financial Statements

Smith Barney Potomac Futures Fund L.P.
Statements of Financial Condition

March 31,
2008


December 31,
2007(Unaudited)Assets:Investment in Master, at fair value



$
145,552,591




$
155,947,081Cash




104,796





51,229Distribution receivable




134,448





310,280Total assets



$
145,791,835




$
156,308,590Liabilities and Partners’ Capital:Liabilities:Accrued expenses:Brokerage commissions



$
789,706




$
846,672Management fees




241,523





258,999Other




88,516





62,560Redemptions payable




7,528,181





6,270,708Total liabilities




8,647,926





7,438,939Partners’ Capital:General Partner 729.3902 Unit equivalents outstanding in 2008 and 2007




1,138,717





1,147,659Limited Partners’ 87,116.2711 and 93,884.0539 Redeemable Units of Limited Partnership Interest outstanding in 2008 and 2007, respectively




136,005,192





147,721,992Total partners’ capital




137,143,909





148,869,651Total liabilities and partners’ capital



$
145,791,835




$
156,308,590


See accompanying notes to financial statements

3

---



Smith Barney Potomac Futures Fund L.P.
Statements of Income and Expenses and Partners’ Capital
(Unaudited)

Three Months Ended
March 31,2008


2007Income:Net realized gains (losses) on closed positions allocated from Master



$
1,304,215




$
(1,899,026
)Change in net unrealized gains (losses) on open positions allocated from Master




141,027





(11,269,829
)Interest income allocated from Master




634,026





2,171,197Expenses allocated from Master




(35,555
)




(76,652
)Total income (loss)




2,043,713





(11,074,310
)Expenses:Brokerage commissions




2,404,347





3,640,514Management fees




735,394





1,113,880Other




50,406





38,401Total expenses




3,190,147





4,792,795Net loss




(1,146,434
)




(15,867,105
)Additions — Limited Partners




3,825,000





1,770,000Redemptions — Limited Partners




(14,404,308
)




(7,978,960
)Net decrease in partners’ capital




(11,725,742
)




(22,076,065
)Partners’ Capital, beginning of period




148,869,651





229,858,247Partners’ Capital, end of period



$
137,143,909




$
207,782,182Net Asset Value per Unit (87,845.6613 and 121,126.4327 Units outstanding at March 31, 2008 and 2007, respectively)



$
1,561.19




$
1,715.42Net loss per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent



$
(12.26
)



$
(129.15
)


See accompanying notes to financial statements

4

---



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

Three Months Ended
March 31,2008


2007Cash flows from operating activities:Net loss



$
(1,146,434
)



$
(15,867,105
)Adjustments to reconcile net loss to net cash provided by operating activities:Changes in operating assets and liabilities:Purchase of investment in Master




(3,825,000
)




(1,770,000
)Proceeds from sale of investment in Master




16,439,035





22,667,473Net change in unrealized (appreciation) depreciation on investment in Master




(2,219,545
)




11,074,310(Increase) decrease in distribution receivable




175,832





—Accrued expenses:Increase (decrease) in brokerage commissions




(56,966
)




(172,854
)Increase (decrease) in management fees




(17,476
)




(52,919
)Increase (decrease) in other




25,956





12,897Net cash provided by operating activities




9,375,402





15,891,802Cash flows from financing activities:Proceeds from additions — Limited Partners




3,825,000





1,770,000Payments for redemptions — Limited Partners




(13,146,835
)




(17,601,680
)Net cash used in financing activities




(9,321,835
)




(15,831,680
)Net change in cash




53,567





60,122Cash, at beginning of period




51,229





1,686Cash, at end of period



$
104,796




$
61,808Non-cash financing activities:Change in redemptions payable



$
1,257,473




$
—


See accompanying notes to financial statements

5

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Smith Barney Potomac Futures Fund L.P.
Notes to Financial Statements
March 31, 2008
(Unaudited)

1.    General:

Smith Barney Potomac Futures Fund L.P. (the ‘‘Partnership’’) is a limited partnership which was organized on March 14, 1997 under the partnership laws of the State of New York to engage in the speculative trading of a diversified portfolio of commodity interests including futures contracts, options and forward contracts. The commodity interests that are indirectly traded by the Partnership through its investment in the Master are volatile and involve a high degree of market risk. The Partnership was authorized to sell an unlimited number of redeemable units of Limited Partnership Interest (‘‘Redeemable Units’’) during its initial offering period. The Partnership continues to offer Redeemable Units.

Citigroup Managed Futures LLC, a Delaware Limited Liability Company, acts as the general partner (the ‘‘General Partner’’) of the Partnership. The Partnership’s commodity broker is Citigroup Global Markets Inc. (‘‘CGM’’). CGM is an affiliate of the General Partner. The General Partner is wholly owned by Citigroup Global Markets Holdings Inc. (‘‘CGMHI’’), which is the sole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc.

On January 1, 2005, the Partnership allocated substantially all of its capital to CMF Campbell Master Fund L.P., (the ‘‘Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 173,788.6446 Units of the Master with cash equal to $172,205,653 and a contribution of open commodity futures and forward positions with a fair value of $1,582,992. The Master was formed in order to permit accounts managed by Campbell & Company, Inc. (the ‘‘Advisor’’) using Campbell's Financials, Metals and Energy Portfolio Program (‘‘FME’’), the Advisor’s proprietary trading program, to invest together in one trading vehicle. The General Partner of the Partnership is the general partner of the Master. Individual and pooled accounts currently managed by the Advisor, including the Partnership, are permitted to be limited partners of the Master. The General Partner and the Advisor believe that trading through this master/feeder structure promotes efficiency and economy in the trading process. Expenses to investors as a result of the investment in the Master are approximately the same and redemption rights are not affected.

On March 31, 2008 and December 31, 2007, the Partnership owned approximately 71.7% and 72.0%, respectively, of the Master. The Partnership intends to continue to invest substantially all of its assets in the Master. The performance of the Partnership is directly affected by the performance of the Master.

The accompanying financial statements are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership’s financial condition at March 31, 2008 and December 31, 2007 and the results of its operations and cash flows for the three months ended March 31, 2008 and 2007. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the ‘‘SEC’’) for the year ended December 31, 2007.

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

6

---



Smith Barney Potomac Futures Fund L.P.
Notes to Financial Statements
March 31, 2008
(Unaudited)

The Master’s statements of financial condition and schedule of investments as of March 31, 2008 and December 31, 2007 and Statements of Income and Expenses and Partners’ Capital and Statements of Cash Flows for the three months ended March 31, 2008 and 2007 are presented below:

CMF Campbell Master Fund L.P.
Statements of Financial Condition

March 31,
2008


December 31,
2007(Unaudited)Assets:Equity in commodity futures trading account:Cash (restricted $13,587,769 and $17,299,861 in 2008 and 2007, respectively)



$
204,067,066




$
219,631,424Net unrealized appreciation on open futures contracts




—





1,316,942Unrealized appreciation on open forward contracts




8,164,809





5,178,307Commodity options owned at fair value (cost $52,852 and $269,832 in 2008 and 2007, respectively)




52,285





263,000212,284,160





226,389,673Interest receivable




187,612





435,815Total assets



$
212,471,772




$
226,825,488Liabilities and Partners’ Capital:Liabilities:Unrealized depreciation on open forward contracts



$
6,981,618




$
7,684,822Commodity options written at fair value (premium $35,140 and $153,329 in 2008 and 2007, respectively)




12,399





110,504Net unrealized depreciation on open futures contracts




2,163,244





—Accrued expenses:Other




20,555





22,189Redemptions payable




—





1,875,958Distribution payable




187,612





435,815Total liabilities




9,365,428





10,129,288Partners’ Capital:Limited Partners’ Capital, 183,600.2813 and 197,763.9128 Redeemable Units of Limited Partnership Interest outstanding in 2008 and 2007, respectively




203,106,344





216,696,200Total liabilities and partners’ capital



$
212,471,772




$
226,825,488


7

---



Smith Barney Potomac Futures Fund L.P.
Notes to Financial Statements
March 31, 2008
(Unaudited)

CMF Campbell Master Fund L.P.
Schedule of Investments
March 31, 2008
(Unaudited)

Fair Value


% of Partners’
CapitalFutures Contracts PurchasedEnergy



$
(238,063
)




(0.12
)%Interest Rates Non-U.S.




(950,061
)




(0.47
)Interest Rates U.S.




296,595





0.15Indices




72,320





0.04Total futures contracts purchased




(819,209
)




(0.40
)Futures Contracts SoldEnergy




(112,320
)




(0.06
)Interest Rates Non-U.S.




(5,851
)




(0.00
)*Interest Rates U.S.




100,828





0.05Indices




(1,326,692
)




(0.65
)Total futures contracts sold




(1,344,035
)




(0.66
)Unrealized Appreciation on Open Forward ContractsCurrencies




8,069,358





3.97Metals




95,451





0.05Total unrealized appreciation on open forward contracts




8,164,809





4.02Unrealized Depreciation on Open Forward ContractsCurrencies




(6,761,085
)




(3.33
)Metals




(220,533
)




(0.11
)Total unrealized depreciation on open forward contracts




(6,981,618
)




(3.44
)Options OwnedEnergy




52,285





0.03Options WrittenEnergy




(12,399
)




(0.01
)Total fair value



$
(940,167
)




(0.46
)%


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

8

---



Smith Barney Potomac Futures Fund L.P.
Notes to Financial Statements
March 31, 2008
(Unaudited)

CMF Campbell Master Fund L.P.
Schedule of Investments
December 31, 2007

Fair Value


% of Partners’
CapitalFutures Contracts PurchasedEnergy



$
504,120





0.23
%Interest Rates Non-U.S.




111,291





0.05Interest Rates U.S.




380,506





0.18Indices




698,091





0.32Metals




215,440





0.10Total futures contracts purchased




1,909,448





0.88Futures Contracts SoldEnergy




(391,048
)




(0.18
)Interest Rates Non-U.S.




(159,023
)




(0.07
)Interest Rates U.S.




(3,078
)




(0.00
)*Indices




(39,357
)




(0.02
)Total futures contracts sold




(592,506
)




(0.27
)Unrealized Appreciation on Open Forward ContractsCurrencies




5,081,872





2.35Metals




96,435





0.04Total unrealized appreciation on open forward contracts




5,178,307





2.39Unrealized Depreciation on Open Forward ContractsCurrencies




(7,615,465
)




(3.52
)Metals




(69,357
)




(0.03
)Total unrealized depreciation on open forward contracts




(7,684,822
)




(3.55
)Options OwnedEnergy




263,000





0.12Options WrittenEnergy




(110,504
)




(0.05
)Total fair value



$
(1,037,077
)




(0.48
)%


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

9

---



Smith Barney Potomac Futures Fund L.P.
Notes to Financial Statements
March 31, 2008
(Unaudited)

CMF Campbell Master Fund L.P.
Statements of Income and Expenses and Partners’ Capital
(Unaudited)

Three Months Ended
March 31,2008


2007Income:Net gains (losses) on trading of commodity interests:Net realized gains (losses) on closed positions and foreign currencies



$
1,824,872




$
(2,647,151
)Change in net unrealized gains (losses) on open positions




195,701





(15,426,676
)Gain (loss) from trading




2,020,573





(18,073,827
)Interest income




886,148





2,980,409Total income (loss)




2,906,721





(15,093,418
)Expenses:Clearing fees




40,820





95,520Other expenses




8,866





9,490Total expenses




49,686





105,010Net income (loss)




2,857,035





(15,198,428
)Additions — Limited Partners




3,825,000





1,770,000Redemptions — Limited Partners




(19,385,743
)




(21,751,778
)Distribution of interest income to feeder funds




(886,148
)




(2,980,409
)Net decrease in Partners’ Capital




(13,589,856
)




(38,160,615
)Partners’ Capital, beginning of period




216,696,200





327,090,390Partners’ Capital, end of period



$
203,106,344




$
288,929,775Net Asset Value per Redeemable Unit (183,600.2813 and
251,738.7869 Units outstanding at March 31, 2008 and 2007, respectively)



$
1,106.24




$
1,147.74Net income (loss) per Redeemable Unit of Limited Partnership Interest



$
15.21




$
(60.35
)


10

---



Smith Barney Potomac Futures Fund L.P.
Notes to Financial Statements
March 31, 2008
(Unaudited)

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

Three Months Ended
March 31,2008


2007Cash flows from operating activities:Net income (loss)



$
2,857,035




$
(15,198,428
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Changes in operating assets and liabilities:(Increase) decrease in restricted cash




3,712,092





26,478,081(Increase) decrease in net unrealized appreciation on open futures contracts




1,316,942





7,148,115(Increase) decrease in unrealized appreciation on open forward contracts




(2,986,502
)




10,365,053(Increase) decrease in options owned, at fair value




210,715





24,240(Increase) decrease in interest receivable




248,203





(8,742
)Increase (decrease) in net unrealized depreciation on open futures contracts




2,163,244





—Increase (decrease) in unrealized depreciation on open forward contracts




(703,204
)




(2,132,022
)Increase (decrease) in options written, at fair value




(98,105
)




(13,474
)Accrued expenses:Increase (decrease) in other




(1,634
)




3,042Net cash provided by (used in) operating activities




6,718,786





26,665,865Cash flows from financing activities:Proceeds from additions — Limited Partners




3,825,000





1,770,000Payments for redemptions — Limited Partners




(21,261,701
)




(21,751,778
)Distribution of interest income to feeder funds




(1,134,351
)




(2,971,667
)Net cash provided by (used in) financing activities




(18,571,052
)




(22,953,445
)Net change in unrestricted cash




(11,852,266
)




3,712,420Unrestricted cash, at beginning of period




202,331,563





263,977,156Unrestricted cash, at end of period



$
190,479,297




$
267,689,576Non-cash financing activities:Change in distribution payable



$
(248,203
)



$
—Change in redemptions payable



$
(1,875,958
)



$
—


11

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Smith Barney Potomac Futures Fund L.P.
Notes to Financial Statements
March 31, 2008
(Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of Limited Partnership Interest for the three months ended March 31, 2008 and 2007 were as follows:

Three Months Ended
March 31,2008


2007Net realized and unrealized losses allocated from Master*



$
(10.56
)



$
(137.33
)Interest income allocated from Master




6.72





17.53Expenses**




(8.42
)




(9.35
)Decrease for the period




(12.26
)




(129.15
)Net Asset Value per Redeemable Unit of Limited Partnership Interest, beginning of period




1,573.45





1,844.57Net Asset Value per Redeemable Unit of Limited Partnership Interest, end of period



$
1,561.19




$
1,715.42


|* | Includes Partnership brokerage commissions and expenses allocated from the Master.
|- | ----------------------------------------------------------------------------------

|** | Excludes Partnership brokerage commissions and expenses allocated from the Master.
|-- | ----------------------------------------------------------------------------------

Three Months Ended
March 31,2008


2007Ratio to average net assets:***Net investment loss before incentive fees****




(7.2
)%




(4.9
)%Operating expenses




9.0
%




8.9
%Incentive fees




—
%




—
%Total expenses




9.0
%




8.9
%Total return:Total return before incentive fees




(0.8
)%




(7.0
)%Incentive fees




—
%




—
%Total return after incentive fees




(0.8
)%




(7.0
)%


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

|**** | Interest income allocated from Master less total expenses
|---- | ---------------------------------------------------------

The above ratios may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the Limited Partner class using the Limited Partners’ share of income, expenses and average net assets.

12

---



Smith Barney Potomac Futures Fund L.P.
Notes to Financial Statements
March 31, 2008
(Unaudited)

Financial Highlights of the Master:

Three Months Ended
March 31,2008


2007Net realized and unrealized gains (losses)*



$
10.55




$
(71.98
)Interest income




4.70





11.66Expenses **




(0.04
)




(0.03
)Increase (decrease) for the period




15.21





(60.35
)Distribution of interest to feeder funds




(4.70
)




(11.66
)Net Asset Value per Unit, beginning of period




1,095.73





1,219.75Net Asset Value per Unit, end of period



$
1,106.24




$
1,147.74


|* | Includes clearing fees.
|- | -----------------------

|** | Excludes clearing fees.
|-- | -----------------------

Three Months Ended
March 31,2008


2007Ratios to average net assets:***Net investment income ****




1
.6
%




3
.8
%Operating expense




0
.1
%




0
.1
%Total return




1
.4
%




(4
.9
)%


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

|**** | Interest income less total expenses
|---- | -----------------------------------

|The above ratios may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the limited partner class using limited partners’ income, expenses and average net assets.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3.    Trading Activities:

The Partnership was formed for the purpose of trading contracts through its investment in the Master in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Master’s trading activities are shown in the Statements of Income and Expenses and Partners’ Capital and are discussed in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The customer agreement between the Partnership and CGM and the Master and CGM gives the Partnership and the Master, respectively, the legal right to net unrealized gains and losses on open futures positions.

All of the commodity interests owned by the Master are held for trading purposes. The average fair values of these interests during the three and twelve months ended March 31, 2008 and December 31, 2007, based on a monthly calculation, were $(2,257,493) and $7,515,114, respectively. The fair values of these commodity interests, including options written thereon, if applicable, at March 31, 2008 and December 31, 2007, were ($940,167) and ($1,037,077), respectively. Fair values for exchange traded

13

---



Smith Barney Potomac Futures Fund L.P.
Notes to Financial Statements
March 31, 2008
(Unaudited)

commodity futures and options are based on quoted market prices for those futures and options. Fair values for all other financial instruments for which market quotations are not readily available are based on other measures of fair value deemed appropriate by the General Partner.

4.    Fair Value Measurements:

Investments.The Partnership values its investment in the Master at its net asset value per unit as calculated by the Master. The Master values its investments as described in note 2 of the Master’s notes to the financial statements.

Fair Value Measurements.The Partnership adopted SFAS No. 157,Fair Value Measurements(‘‘SFAS 157’’) as of January 1, 2008. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This statement establishes a framework for measuring fair value and expands disclosures regarding fair value measurements in accordance with GAAP. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Partnership did not apply the deferral allowed by FASB Staff Positions No. FAS 157-2,Effective Date of FASB Statement No. 157, for nonfinancial assets and liabilities measured at fair value on a nonrecurring basis.

The Partnership values investments in master partnerships (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership based on the end of the day net asset value of the Master (Level 1). The value of the Partnership’s investment in the Master reflects its proportional interest in the Master. The Partnership did not directly hold any derivative instruments that are priced at fair value using observable inputs for similar assets (Level 2) or unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

3/31/2008


Quoted Prices
in Active Markets
for Identical
Assets (Level 1)


Significant Other
Observable Inputs
(Level 2)


Significant
Unobservable
Inputs (Level 3)AssetsInvestment in Master



$
145,552,591




$
145,552,591




$
—




$
—Total fair value



$
145,552,591




$
145,552,591




$
—




$
—


Investments.All commodity interests of the Master (including derivative financial instruments and derivative commodity instruments) are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included in equity in commodity futures trading account. Any change in net unrealized gain or loss from the preceding period is reported in the statements of income and expenses and partner’s capital.

Fair Value Measurements.The Master adopted SFAS No. 157,Fair Value Measurements(‘‘SFAS 157’’) as of January 1, 2008. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This statement establishes a framework for measuring fair value and expands disclosures regarding fair value measurements in accordance with GAAP. The fair value hierarchy gives

14

---



Smith Barney Potomac Futures Fund L.P.
Notes to Financial Statements
March 31, 2008
(Unaudited)

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Master did not apply the deferral allowed by FASB Staff Positions No. FAS 157-2,Effective Date of FASB Statement No. 157, for nonfinancial assets and liabilities measured at fair value on a nonrecurring basis.

The Master considers prices for exchange traded commodity futures and actively traded forward and options contracts to be based on quoted prices in active markets for identical assets (Level 1). The values of swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). Investments in partnerships (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 1). The Master did not hold any derivative instruments that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3)

3/31/2008


Quoted Prices in
Active Markets
for Identical
Assets (Level 1)


Significant Other
Observable Inputs
(Level 2)


Significant
Unobservable
Inputs (Level 3)AssetsForwards



$
8,164,809




$
8,164,809




$
—




$
—Options owned




52,285





—





52,285





—Total assets




8,217,094





8,164,809





52,285





—LiabilitiesForwards




6,981,618





6,981,618





—





—Futures




2,163,244





2,163,244





—





—Options written




12,399





—





12,399





—Total liabilities




9,157,261





9,144,862





12,399





—Total fair value



$
(940,167
)



$
(980,053
)



$
39,886




$
—


5.    Financial Instrument Risks:

In the normal course of its business, the Partnership, through its investment in the Master, is party to financial instruments with off-balance sheet risk, including derivative 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 reference rate, and generally represent future commitments to exchange currencies or cash flows, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. The Master may trade commodity options. Specific market movements of the commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer, or seller, of an option has unlimited risk. These instruments may be traded on an exchange or over-the-counter (‘‘OTC’’). Exchange traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange traded instruments because of the greater risk of default by the counterparty to an OTC contract.

15

---



Smith Barney Potomac Futures Fund L.P.
Notes to Financial Statements
March 31, 2008
(Unaudited)

Market risk is the potential for changes in the value of the financial instruments traded by the Master due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded by the Master. The Partnership is exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short.

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. Credit risk with respect to exchange traded instruments is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transactions. The Master’s risk of loss in the event of counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and not represented by the contract or notional amounts of the instruments. The Partnership, through its investment in the Master, has credit risk and concentration risk because the sole counterparty or broker with respect to the Master’s assets is CGM.

As both a buyer and seller of options, the Partnership pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership to potentially unlimited liability; for purchased options the risk of loss is limited to the premiums paid.

The General Partner monitors and controls the Master’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Master is subject. These monitoring systems allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forward and option positions by sector, margin requirements, gain and loss transactions and collateral positions.

The majority of these instruments mature within one year of the inception date. However, due to the nature of the Master’s business, these instruments may not be held to maturity.

16

---



Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Liquidity and Capital Resources

The Partnership does not engage in sales of goods or services. Its only assets are its investment in Master, cash and distribution receivable. The Master does not engage in sales of goods or services. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its investment in the Master. While substantial losses could lead to a material decrease in liquidity, no such losses occurred in the first quarter of 2008.

The Partnership’s capital consists of the capital contributions of the partners, as increased or decreased by gains or losses on trading and by expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any.

For the three months ended March 31, 2008, Partnership capital decreased 7.9% from $148,869,651 to $137,143,909. This decrease was attributable to a net loss from operations of $1,146,434 coupled with the redemption of 9,231.2379 Redeemable Units of Limited Partnership Interests totaling $14,404,308, which was partially offset by additional sales of 2,463.4551 Redeemable Units of Limited Partnership Interest totaling $3,825,000. Future redemptions can impact the amount of funds available for investment in the Master in subsequent periods.

The Master’s capital consists of the capital contributions of the partners as increased or decreased by gains or losses on trading and by expenses, interest income, redemptions of Units and distributions of profits, if any.

For the three months ended March 31, 2008, Master’s capital decreased 6.3% from $216,696,200 to $203,106,344. This decrease was attributable to the redemption of 17,683.8032 Units totaling $19,385,743 and the distribution of interest income totaling $886,148, to the limited partners of the Master, which was partially offset by net income from operations of $2,857,035 coupled with the additional sales of 3,520.1717 Units totaling $3,825,000. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent periods.

Critical Accounting Policies

Use of Estimates.The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could differ from these estimates.

Investments.The Partnership values its investment in the Master at its net asset value per unit as calculated by the Master. The Master values its investments as described in note 2 of the Master’s notes to the financial statements.

Fair Value Measurements.The Partnership adopted SFAS No. 157,Fair Value Measurements(‘‘SFAS 157’’) as of January 1, 2008. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This statement establishes a framework for measuring fair value and expands disclosures regarding fair value measurements in accordance with GAAP. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Partnership did not apply the deferral allowed by FASB Staff Positions No. FAS 157-2,Effective Date of FASB Statement No. 157, for nonfinancial assets and liabilities measured at fair value on a nonrecurring basis.

The Partnership values investments in master partnerships (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership based on the

17

---



end of the day net asset value of the Master (Level 1). The value of the Partnership’s investment in the Master reflects its proportional interest in the Master. The Partnership did not directly hold any derivative instruments that are priced at fair value using observable inputs for similar assets (Level 2) or unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

3/31/2008


Quoted Prices
in Active Markets
for Identical
Assets (Level 1)


Significant Other
Observable Inputs
(Level 2)


Significant
Unobservable
Inputs (Level 3)AssetsInvestment in Master



$
145,552,591




$
145,552,591




$
—




$
—Total fair value



$
145,552,591




$
145,552,591




$
—




$
—


Investments.All commodity interests of the Master (including derivative financial instruments and derivative commodity instruments) are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included in equity in commodity futures trading account. Any change in net unrealized gain or loss from the preceding period is reported in the statements of income and expenses and partners’ capital.

Fair Value Measurements.The Master adopted SFAS No. 157,Fair Value Measurements(‘‘SFAS 157’’) as of January 1, 2008. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This statement establishes a framework for measuring fair value and expands disclosures regarding fair value measurements in accordance with GAAP. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Master did not apply the deferral allowed by FASB Staff Positions No. FAS 157-2,Effective Date of FASB Statement No. 157, for nonfinancial assets and liabilities measured at fair value on a nonrecurring basis.

The Master considers prices for exchange traded commodity futures and actively traded forward and options contracts to be based on quoted prices in active markets for identical assets (Level 1). The values of swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). Investments in partnerships (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 1). The Master did not hold any derivative instruments that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

18

---



3/31/2008


Quoted Prices in
Active Markets
for Identical
Assets (Level 1)


Significant Other
Observable Inputs
(Level 2)


Significant
Unobservable
Inputs (Level 3)AssetsForwards



$
8,164,809




$
8,164,809




$
—




$
—Options owned




52,285





—





52,285





—Total assets




8,217,094





8,164,809





52,285





—LiabilitiesForwards




6,981,618





6,981,618





—





—Futures




2,163,244





2,163,244





—





—Options written




12,399





—





12,399





—Total liabilities




9,157,261





9,144,862





12,399





—Total fair value



$
(940,167
)



$
(980,053
)



$
39,886




$
—


Income and Expenses Recognition.All of the income and expenses and unrealized and realized gains and losses from the commodity transactions of the Master are allocated pro rata among the investors at the time of such determination. The Master’s income and expense recognition is discussed in note 2 of the Master’s notes to financial statements.

Forward Foreign Currency Contracts.Foreign currency contracts are those contracts where the Master agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Master’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statements of Financial Condition. Realized gains (losses) and changes in unrealized gains (losses) on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur and are included in the Statements of Income and Expenses and Partners’ Capital.

Income Taxes.Income taxes have not been provided as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses.

In 2007, the Partnership adopted FASB Interpretation No. 48 ‘‘Accounting for Uncertainty in Income Taxes’’ (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements.  FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are ‘‘more-likely-than-not’’ of being sustained by the applicable tax authority. Tax positions with respect to tax at the partnership level not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The General Partner has concluded that the adoption of FIN 48 had no impact on the operations of the Partnership for the three months ended March 31, 2008 and that no provision for income tax is required in the Partnership’s financial statements.

The following are the major tax jurisdictions for the Partnership and the earliest tax year subject to examination: United States – 2004.

Recent Accounting Pronouncements.On March 19, 2008, Financial Accounting Standards Board released Statement of Financial Accounting Standards No. 161, ‘‘Disclosures about Derivative Instruments and Hedging Activities’’ (FAS 161). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and its impact on the financial statements has not yet been determined.

19

---



Results of Operations

During the Partnership’s first quarter of 2008 the Net Asset Value per Unit decreased 0.8% from $1,573.45 to $1,561.19 as compared to a decrease of 7.0% in the first quarter of 2007. The Partnership experienced a net trading gain (comprised of net realized gains on closed positions allocated from the Master and change in net unrealized gains (losses) on open positions allocated from the Master) before brokerage commissions and related fees in the first quarter of 2008 of $1,445,242. Losses were primarily attributable to the trading of commodity futures in currencies, energy and non-U.S. interest rates and were partially offset by gains in U.S. interest rates, metals and indices. The Partnership experienced a net trading loss before brokerage commissions and related fees in the first quarter of 2007 of $13,168,855. Losses were primarily attributable to the Master’s trading of commodity futures in currencies. U.S. and non-U.S. interest rates, metals and energy and were partially offset by gains in indices.

The first quarter of 2008 presented a highly volatile trading environment as credit concerns continued to weigh on market regulators and participants. Several trends continued from the end of previous year into the first quarter as the U.S. dollar continued to weaken and commodity prices continued to push into record territories. The Partnership was profitable in U.S. fixed income and stock indices while losses were registered in the international fixed income sector. Minor losses were registered in currencies and energy sectors.

As the Federal Reserve of U.S. aggressively tackled the down side risks to the economy by lowering overnight rate and the discount rate, the yields on treasury notes sharply went down. The Partnership profited from this strong trend in the U.S. In the metals sector, strong trends emerged, especially in gold as risk-averse investors shifted assets from traditional portfolios into gold. Long-only exchange traded funds and notes tied to gold and other commodities, made it easier for the small investors to gain access to these sectors. In the stock indices, global stock markets bottomed out during the quarter. This strong trend across most global stock indices helped register gains for the Partnership.

In the currencies sector, U.S. dollar continued to weaken against the other major currencies such as Euro, Swiss Franc and Japanese Yen. Gains from this strong trend helped the Partnership make up some of the losses in the sector earlier in the quarter. The Partnership registered losses in the international fixed income sector as several major central banks grappled with credit concerns amid fears of inflation. The Partnership registered minor losses in the energy sector, as crude oil continued to push record prices due to a weak U.S. dollar.

Commodity futures markets are highly volatile. The potential for broad and rapid price fluctuations increases the risks involved in commodity trading, but also increases the possibility of profit. The profitability of the Partnership (and the Master) depends on the existence of major price trends and the ability of the Advisor to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisor is able to identify them, the Partnership (and the Master) expects to increase capital through operations.

Interest income on 80% of the Partnership’s daily average equity allocated to it by the Master was earned at a 30-day U.S. Treasury bill rate determined weekly by CGM based on the average non-competitive yield on 3-month U.S. Treasury bills maturing in 30 days. CGM may continue to maintain the Master’s assets in cash and/or place all of the Master’s assets in 90-day Treasury bills and pay the Partnership 80% of the interest earned on the Treasury bills purchased. CGM will retain 20% of any interest earned on Treasury bills. Interest income allocated from the Master for the three months ended March 31, 2008 decreased by $1,537,171 as compared to the corresponding period in 2007. The decrease in interest income is primarily due to lower U.S. Treasury bill rates during the three months ended March 31, 2008 as compared to the corresponding period in 2007.

Brokerage commissions are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Brokerage commissions and fees for the three months ended March 31, 2008 decreased by $1,236,167 as

20

---



compared to the corresponding period in 2007. The decrease in brokerage and fees is due to lower net assets during the three months ended March 31, 2008 as compared to the corresponding periods in 2007.

Management fees are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance, additions and redemptions. Management fees for the three months ended March 31, 2008 decreased by $378,486 as compared to the corresponding period in 2007. The decrease in management fees is due to lower net assets during the three months ended March 31, 2008 as compared to the corresponding period in 2007.

Incentive fees are based on the new trading profits generated by the Advisor at the end of the quarter as defined in the advisory agreements between the Partnership, the General Partner and the Advisor. There were no incentive fees earned for the three months ended March 31, 2008 and 2007.

21

---



Item 3.    Quantitative and Qualitative Disclosures about Market Risk

All of the Partnership’s assets are subject to the risk of trading loss through its investment in the Master. The Master is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or substantially all of the Master’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Master’s main line of business.

Market movements result in frequent changes in the fair market value of the Master’s open positions and, consequently, in its earnings and cash flow. The Master’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Master’s open positions and the liquidity of the markets in which it trades.

The Master rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Master’s past performance is not necessarily indicative of its future results.

Value at Risk is a measure of the maximum amount which the Master could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Master’s speculative trading and the recurrence in the markets traded by the Master of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Master’s experience to date (i.e., ‘‘risk of ruin’’). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Master’s losses in any market sector will be limited to Value at Risk or by the Master’s attempts to manage its market risk.

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

22

---



The following table indicates the trading Value at Risk associated with the Master’s open positions by market category as of March 31, 2008 and the highest, lowest and average values during the three months ended March 31, 2008. All open position trading risk exposures of the Master have been included in calculating the figures set forth below. As of March 31, 2008, the Master’s total capital was $203,106,344. There has been no material change in the trading Value at Risk information previously disclosed in the Partnerships Annual Report on Form 10-K for the year ended December 31, 2007.

March 31, 2008
(Unaudited)

Three Months ended March 31, 2008Market Sector


Value at Risk


% of Total
Capital


High
Value at Risk


Low
Value at Risk


Average
Value at Risk*Currencies:— OTC Contracts



$
3,568,787





1.76
%



$
5,659,090




$
3,568,787




$
4,261,822Energy




424,700





0.21
%




666,600





5,000





312,757Interest Rates U.S.




1,067,050





0.53
%




1,430,270





336,810





1,006,140Interest Rates Non-U.S.




1,788,078





0.88
%




4,744,697





1,784,940





2,832,058Metals:— OTC Contracts




274,765





0.13
%




833,336





137,424





373,572Indices




5,732,815





2.82
%




8,820,806





4,867,715





6,452,960Total



$
12,856,195





6.33
%


|* Average of Month-end Values at Risk
|-------------------------------------

23

---



Item 4T.    Controls and Procedures

The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

Management is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.

The General Partner’s CEO and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2008 and, based on that evaluation, the CEO and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.

The Partnership’sinternal control over financial reportingis a process under the supervision of the General Partner’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles. These controls include policies and procedures that:

| |   |                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;

| |   |                                                                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and (ii) the Partnership’s receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and

| |   |                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

There were no changes in the Partnership’s internal control over financial reporting during the fiscal quarter ended March 31, 2008 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

24

---



PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

The following information supplements and amends our discussion set forth under Part I, Item 3 ‘‘Legal Proceedings’’ in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

Enron Corp.

On April 4, 2008, Citigroup announced an agreement to settle actions filed by Enron in its Chapter 11 bankruptcy proceedings seeking to recover payments to Citigroup as alleged preferences or fraudulent conveyances, to disallow or equitably subordinate claims of Citigroup and Citigroup transferees on the basis of alleged fraud, and to recover damages from Citigroup for allegedly aiding and abetting breaches of fiduciary duty. Under the terms of the settlement (which was approved by the Bankruptcy Court for the Southern District of New York on April 24, 2008), Citigroup will make a pretax payment of $1.66 billion to Enron, and will waive certain claims against Enron’s estate. Enron also will allow specified Citigroup-related claims in the bankruptcy proceeding, including all of the bankruptcy claims of parties holding approximately $2.4 billion of Enron credit-linked notes (‘‘CLNs’’), and will release all claims against Citigroup. Citigroup separately agreed to settle an action brought by certain trusts that issued the CLNs in question, by the related indenture trustee and by certain holders of those securities. The amounts of both settlements are fully covered by Citigroup’s existing litigation reserves.

On February 14, 2008, Citigroup agreed to settleConnecticut Resources Recovery Authorityv.Lay, et al., an action brought by the Attorney General of Connecticut in connection with an Enron-related transaction; subsequently, the District Court dismissed the case on March 5, 2008. The amount paid to settle this action was covered by existing Citigroup litigation reserves.

Item 1A.    Risk Factors

There are no material changes from the risk factors set forth under Part I, Item 1A. ‘‘Risk Factors’’ in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

For the three months ended March 31, 2008, there were additional sales of 2,463.4551 Redeemable Units totaling $3,825,000. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated thereunder.

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

The following chart sets forth the purchases of Redeemable Units by the Partnership.

These units were purchased by accredited investors as defined in Regulation D.

Period


(a) Total
Number of
Redeemable
Units Purchased*


(b) Average
Price Paid per
Redeemable Unit**


(c) Total Number
of Redeemable Units
Purchased as Part
of Publicly Announced
Plans or Programs


(d) Maximum Number
(or Approximate
Dollar Value) of
Redeemable Units that
May Yet Be
Purchased Under the
Plans or ProgramsJanuary 1, 2008 -
January 31, 2008




2,193.7756




$
1,547.23





N/A





N/AFebruary 1, 2008 -
February 29, 2008




2,215.3838




$
1,571.67





N/A





N/AMarch 1, 2008 -
March 31, 2008




4,822.0785




$
1,561.19





N/A





N/A9,231.2379




$
1,560.39


|* Generally, Limited Partners are permitted to redeem their Redeemable Units as of the end of each month on 10 days’ notice to the General Partner. Under certain circumstances, the General Partner can compel redemption but to date the General Partner has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were made in the ordinary course of the Partnership’s business in connection with effecting redemptions for Limited Partners.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

25

---



Item 3.    Defaults Upon Senior Securities – None

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

Item 5.    Other Information – None

Item 6.    Exhibits

The exhibits required to be filed by Item 601 of Regulation S-K are incorporated herein by reference to the exhibit index of the Annual Report on Form 10-K for the period ended December 31, 2007.

Exhibit − 31.1 − Rule 13a-14(a)/15d-14(a) Certification
(Certification of President and Director)

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

Exhibit – 32.1 – Section 1350 Certification
(Certification of President and Director).

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

26

---



SIGNATURES

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

SMITH BARNEY POTOMAC FUTURES FUND L.P.By:


Citigroup Managed Futures LLC(General Partner)By:


/s/ Jerry PascucciJerry PascucciPresident and DirectorDate:   May 15, 2008By:


/s/ Jennifer MagroJennifer MagroChief Financial Officer and DirectorDate: May 15, 2008


27

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