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, 2005

Commission File Number 0-50735

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 399 Park Avenue - 7th Fl. NewYork, New York10022

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|  |  |
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(Address and ZipCode of principal executive offices)

(212)559-2011

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(Registrant'stelephone number, including area code)

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

YesX     No    

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

Yes X     No   

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SMITH BARNEY POTOMACFUTURES FUND L.P.

FORM 10-Q

INDEX

|                               |  |        |    |                                                                                                                     |  |            |                         |        |  |  |  |  |  |  |
|-------------------------------|--|--------|----|---------------------------------------------------------------------------------------------------------------------|--|------------|-------------------------|--------|--|--|--|--|--|--|
|                          |  |   |    |                                                                                                                |  | PageNumber |
| PARTI - FinancialInformation: |  |
|                          |  | Item1. |    | FinancialStatements:                                                                                                |  |       |                    |   |
|                          |  |   |    | Statements ofFinancial Conditionat March 31, 2005 and December 31,2004(unaudited).                                  |  |       | 3                       |   |
|                          |  |   |    | CondensedSchedule of Investments at December 31,2004(unaudited).                                                    |  |       | 4                       |   |
|                          |  |   |    | Statementsof Income and Expensesand Partners' Capital for the threemonths ended March 31, 2005 and 2004(unaudited). |  |       | 5                       |   |
|                          |  |   |    | Statementsof Cash Flows for thethree months ended March 31, 2005 and2004(unaudited).                                |  |       | 6                       |   |
|                          |  |   |    | Notesto Financial Statements, including the Financial Statements of CMFCampbell Master FundL.P.(unaudited).         |  |       | 7 – 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 |                                                                                                                |
|                               |

2

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PART I

Item 1.Financial Statements

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

|                                                                                                                                         |  |               |             |                  |  |        |             |        |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------|--|---------------|-------------|------------------|--|--------|-------------|--------|--|--|
|                                                                                                                                    |  | March31, 2005 |             | December 31,2004 |
| Assets:                                                                                                                                 |  |          |        |             |  |   |        |   |
| Investmentin Master, at fair value                                                                                                      |  | $             | 171,652,797 |             |  | $      | —     |   |
| Equity incommodity futures tradingaccount:                                                                                              |  |          |        |             |  |   |        |   |
| Cash(restricted $0 and $19,775,170 in 2005 and 2004,respectively)                                                                       |  |          | 82,923      |             |  |   | 157,080,994 |   |
| Netunrealized appreciation on open futurescontracts                                                                                     |  |          | —     |             |  |   | 2,504,531   |   |
| Unrealizedappreciation on open forwardcontracts                                                                                         |  |          | —     |             |  |   | 9,444,675   |   |
|                                                                                                                                    |  |          | 171,735,720 |             |  |   | 169,030,200 |   |
| Interestreceivable                                                                                                                      |  |          | —     |             |  |   | 205,283     |   |
|                                                                                                                                    |  | $             | 171,735,720 |             |  | $      | 169,235,483 |   |
| Liabilitiesand Partners'Capital:                                                                                                        |  |          |        |             |  |   |        |   |
| Liabilities:                                                                                                                            |  |          |        |             |  |   |        |   |
| Unrealizeddepreciation on open forwardcontracts                                                                                         |  |          | —     |             |  |   | 10,366,214  |   |
| Accruedexpenses:                                                                                                                        |  |          |        |             |  |   |        |   |
|     Commissions                                                                                                     |  |          | 948,075     |             |  |   | 874,649     |   |
|     Managementfees                                                                                                  |  |          | 289,935     |             |  |   | 267,511     |   |
|     Otherfees                                                                                                       |  |          | 99,956      |             |  |   | 76,978      |   |
| RedemptionsPayable                                                                                                                      |  |          | 1,423,607   |             |  |   | 2,967,486   |   |
|                                                                                                                                    |  |          | 2,761,573   |             |  |   | 14,552,838  |   |
| Partners'Capital:                                                                                                                       |  |          |        |             |  |   |        |   |
| General Partner,729.3902 Unit equivalents outstanding in 2005 and2004                                                                   |  |          | 1,174,362   |             |  |   | 1,239,810   |   |
| LimitedPartners, 104,219.6190 and 90,271.8164 Redeemable Units of LimitedPartnership Interest outstanding in 2005 and 2004,respectively |  |          | 167,799,785 |             |  |   | 153,442,835 |   |
|                                                                                                                                    |  |          | 168,974,147 |             |  |   | 154,682,645 |   |
|                                                                                                                                    |  | $             | 171,735,720 |             |  | $      | 169,235,483 |   |
|                                                                                                                                         |

SeeAccompanying Notes to Financial Statements.

3

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Smith Barney Potomac Futures FundL.P.Condensed Schedule of InvestmentsDecember 31,2004(Unaudited)

|                                                           |  |                                                     |  |           |             |         |  |  |  |  |
|-----------------------------------------------------------|--|-----------------------------------------------------|--|-----------|-------------|---------|--|--|--|--|
| Sector                                                    |  | Contract                                            |  | FairValue |
| Currencies                                                |  |                                                |  |      |        |    |
|                                                      |  | Unrealizeddepreciation on forward contracts(6.58)%  |  | $         | (10,181,726 | )  |
|                                                      |  | Unrealizedappreciation on forward contracts6.03%    |  |      | 9,332,621   |    |
|     TotalCurrencies(0.55)%            |  |                                                |  |      | (849,105    | )  |
|                                                      |  |                                                |  |      |        |    |
| Energy(0.20)%                                             |  | Futures contracts purchased(0.20)%                  |  |      | (309,904    | )  |
| InterestRates Non-U.S.                                    |  |                                                |  |      |        |    |
|                                                      |  | Futurescontracts sold0.00%*                         |  |      | 2,190       |    |
|                                                      |  | Futurescontracts purchased0.73%                     |  |      | 1,127,489   |    |
|     TotalInterest Rates Non-U.S.0.73% |  |                                                |  |      | 1,129,679   |    |
|                                                      |  |                                                |  |      |        |    |
| InterestRates U.S.                                        |  | Futures contracts purchased 0.17%                   |  |      | 265,100     |    |
|                                                      |  | Futures contracts sold0.03%                         |  |      | 41,797      |    |
| TotalInterest Rates U.S. 0.20%                            |  |                                                |  |      | 306,897     |    |
|                                                      |  |                                                |  |      |        |    |
| Metals                                                    |  |
|                                                      |  | Unrealizeddepreciation on forward contracts (0.12)% |  |      | (184,488    | )  |
|                                                      |  | Unrealized appreciation onforward contracts 0.07%   |  |      | 112,054     |    |
| Total Metals(0.05)%                                       |  |                                                |  |      | (72,434     | )  |
|                                                      |  |                                                |  |      |        |    |
| Indices0.89%                                              |  | Futures contracts purchased 0.89%                   |  |      | 1,377,859   |    |
|                                                      |  |                                                |  |      |        |    |
| TotalFair Value1.02%                                      |  |                                                |  | $         | 1,582,992   |    |
|                                                           |

|                    |  |                          |           |                              |  |        |        |         |  |  |
|--------------------|--|--------------------------|-----------|------------------------------|--|--------|--------|---------|--|--|
| CountryComposition |  | Investmentsat Fair Value |           | % ofInvestmentsat Fair Value |
| Australia          |  | $                        | 2,190     |                         |  |   | 0.14   | %  |
| Canada             |  |                     | (5,906    | )                       |  |   | (0.37  | )  |
| Germany            |  |                     | 911,575   |                         |  |   | 57.58  |    |
| Hong Kong          |  |                     | 289       |                         |  |   | 0.02   |    |
| Japan              |  |                     | 109,646   |                         |  |   | 6.92   |    |
| Spain              |  |                     | 123,742   |                         |  |   | 7.82   |    |
| United Kingdom     |  |                     | 159,333   |                         |  |   | 10.07  |    |
| United States      |  |                     | 282,123   |                         |  |   | 17.82  |    |
|               |  | $                        | 1,582,992 |                         |  |   | 100.00 | %  |
|                    |

|  |                                                                     |
|--|---------------------------------------------------------------------|
|  | Percentagesare based on Partners' capital unless otherwiseindicated |

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

See Accompanying Notes to FinancialStatements.

4

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

|                                                                                                                            |  |                           |             |         |  |        |             |         |  |  |
|----------------------------------------------------------------------------------------------------------------------------|--|---------------------------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                                                       |  | ThreeMonths EndedMarch31, |
|                                                                                                                       |  | 2005                      |             | 2004    |
| Income:                                                                                                                    |  |
| Realizedlosses on closed positions from Master                                                                             |  | $                         | (5,715,618  | )  |  | $      | —     |    |
| Change inunrealized gains (losses) on open positions fromMaster                                                            |  |                      | (638,348    | )  |  |   | —     |    |
| Interestincome allocated fromMaster                                                                                        |  |                      | 781,944     |    |  |   | —     |    |
| Expensesallocated fromMaster                                                                                               |  |                      | (85,781     | )  |  |   | —     |    |
| Netgains (losses) on trading of commodityfutures:                                                                          |  |                      |        |    |  |   |        |    |
| Realized gains onclosedpositions                                                                                           |  |                      | —     |    |  |   | 23,713,435  |    |
| Changein unrealized gains (losses) on openpositions                                                                        |  |                      | —     |    |  |   | (1,170,134  | )  |
|                                                                                                                       |  |                      | (5,657,803  | )  |  |   | 22,543,301  |    |
| Interestincome                                                                                                             |  |                      | —     |    |  |   | 212,340     |    |
|                                                                                                                       |  |                      | (5,657,803  | )  |  |   | 22,755,641  |    |
| Expenses:                                                                                                                  |  |                      |        |    |  |   |        |    |
| Brokeragecommissions including clearing fees of $0 and $46,516,respectively                                                |  |                      | 2,728,442   |    |  |   | 2,057,253   |    |
| Managementfees                                                                                                             |  |                      | 834,066     |    |  |   | 609,776     |    |
| Incentivefees                                                                                                              |  |                      | —     |    |  |   | 3,973,895   |    |
| Other                                                                                                                      |  |                      | 22,977      |    |  |   | 6,798       |    |
|                                                                                                                       |  |                      | 3,585,485   |    |  |   | 6,647,722   |    |
| Netincome(loss)                                                                                                            |  |                      | (9,243,288  | )  |  |   | 16,107,919  |    |
|                                                                                                                       |  |
| Additions– LimitedPartners                                                                                           |  |                      | 26,917,000  |    |  |   | 15,592,000  |    |
| Additions– GeneralPartner                                                                                            |  |                      | —     |    |  |   | 250,000     |    |
| Redemptions– LimitedPartners                                                                                         |  |                      | (3,382,210  | )  |  |   | (7,308,247  | )  |
| Netincrease in Partners'capital                                                                                            |  |                      | 14,291,502  |    |  |   | 24,641,672  |    |
| Partners'capital, beginning ofperiod                                                                                       |  |                      | 154,682,645 |    |  |   | 102,336,428 |    |
| Partners'capital, end ofperiod                                                                                             |  | $                         | 168,974,147 |    |  | $      | 126,978,100 |    |
| Netasset value per Redeemable Unit (104,949.0092 and 67,627.4942 Unitsoutstanding at March 31, 2005 and 2004,respectively) |  | $                         | 1,610.06    |    |  | $      | 1,877.61    |    |
| Netincome (loss) per Redeemable Unit of Limited Partnership Interest andGeneral Partner Unitequivalent                     |  | $                         | (89.73      | )  |  | $      | 242.97      |    |
|                                                                                                                            |

SeeAccompanying Notes to Financial Statements

5

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

|                                                                                                                           |  |                           |              |         |  |        |             |         |  |  |
|---------------------------------------------------------------------------------------------------------------------------|--|---------------------------|--------------|---------|--|--------|-------------|---------|--|--|
|                                                                                                                      |  | ThreeMonths EndedMarch31, |
|                                                                                                                      |  | 2005                      |              | 2004    |
| Cashflows from operating activities:                                                                                      |  |
| Net income(loss)                                                                                                          |  | $                         | (9,243,288   | )  |  | $      | 16,107,919  |    |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operatingactivities:                           |  |                      |         |    |  |   |        |    |
| Changesin operating assets andliabilities:                                                                                |  |                      |         |    |  |   |        |    |
| (Increase)decrease in investment in Master, at fairvalue                                                                  |  |                      | (171,652,797 | )  |  |   | —     |    |
| (Increase)decrease in restrictedcash                                                                                      |  |                      | 19,775,170   |    |  |   | 3,634,100   |    |
| (Increase)decrease in net unrealized appreciation on open futurespositions                                                |  |                      | 2,504,531    |    |  |   | 1,170,134   |    |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                                                    |  |                      | 9,444,675    |    |  |   | —     |    |
| (Increase)decrease in interestreceivable                                                                                  |  |                      | 205,283      |    |  |   | (23,809     | )  |
|                                                                                                                      |  |                      |         |    |  |   |        |    |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                                                    |  |                      | (10,366,214  | )  |  |   | —     |    |
| Accruedexpenses:                                                                                                          |  |                      |         |    |  |   |        |    |
| Increase(decrease) in commissions                                                                                         |  |                      | 73,426       |    |  |   | 155,097     |    |
| Increase (decrease)in management fees                                                                                     |  |                      | 22,424       |    |  |   | 47,451      |    |
| Increase (decrease)in incentivefees                                                                                       |  |                      | —      |    |  |   | 3,379,829   |    |
| Increase(decrease) inother                                                                                                |  |                      | 22,978       |    |  |   | 6,798       |    |
| Increase(decrease) in redemptionspayable                                                                                  |  |                      | (1,543,879   | )  |  |   | 225,817     |    |
|     Netcash provided by (used in)         operatingactivities |  |                      | (160,757,691 | )  |  |   | 24,703,336  |    |
| Cashflows from financing activities:                                                                                      |  |
| Proceedsfrom additions – LimitedPartners                                                                            |  |                      | 26,917,000   |    |  |   | 15,592,000  |    |
| Proceedsfrom additions – GeneralPartner                                                                             |  |                      | —      |    |  |   | 250,000     |    |
| Paymentsfor redemptions – LimitedPartners                                                                           |  |                      | (3,382,210   | )  |  |   | (7,308,247  | )  |
| Netcash provided by (used in)     financingactivities                                                 |  |                      | 23,534,790   |    |  |   | 8,533,753   |    |
| Netchange incash                                                                                                          |  |                      | (137,222,901 | )  |  |   | 33,237,089  |    |
| Unrestrictedcash, at beginning ofperiod                                                                                   |  |                      | 137,305,824  |    |  |   | 87,136,695  |    |
| Unrestrictedcash, at end ofperiod                                                                                         |  | $                         | 82,923       |    |  | $      | 120,373,784 |    |
|                                                                                                                           |

SeeAccompanying Notes to FinancialStatements

6

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2005 (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.,a New York limited liability company (the"Master"). The Partnership purchased173,788.6446 Units of the Master with cash equal to $172,205,653 and acontribution of open commodity futures and forward positions with afair value of $1,582,992. The Master was formed in order to permitaccounts managed by Campbell & Company, Inc. (the"Advisor") using the FME Large PortfolioProgram, the Advisor's proprietary trading program, to investtogether in one trading vehicle. The General Partner of the Partnershipis the General Partner of the Master. Individual and pooled accountscurrently managed by the Advisor, including the Partnership(collectively, the "Feeder Funds") arepermitted to be limited partners of the Master. The General Partner andthe Advisor believe that trading through this master/feeder structurepromotes efficiency and economy in the trading process. Expenses toinvestors as a result of the investment in the Master are approximatelythe same and redemption rights are not affected.

As of March 31,2005, the Partnership owned approximately 62.7% of the Master.It is the Partnership's intention to continue to investsubstantially all of its assets in the Master. The performance of thePartnership is directly affected by the performance of the Master. TheMaster's Statement of Financial Condition, Statement of Incomeand Expenses and Partners' Capital, Condensed Schedule ofInvestments and Statement of Cash Flows are included herein.

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

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, 2005and Statement of Income and Expenses and Partners' Capital andStatement of Cash Flows for the three months ended March 31, 2005 arepresented below:

7

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2005 (Unaudited)

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

|                                                         |  |              |             |        |  |  |
|---------------------------------------------------------|--|--------------|-------------|--------|--|--|
|                                                    |  | March31,2005 |
| Assets:                                                 |  |         |        |   |
| Equityin commodity futures tradingaccount:              |  |         |        |   |
| Cash (restricted$31,825,411)                            |  | $            | 272,192,857 |   |
| Netunrealized appreciation on open futurespositions     |  |         | 5,135,262   |   |
| Unrealizedappreciation on open forwardcontracts         |  |         | 8,449,301   |   |
|                                                    |  |         | 285,777,420 |   |
| Interestreceivable                                      |  |         | 496,657     |   |
|                                                    |  | $            | 286,274,077 |   |
| Liabilitiesand Partners'Capital:                        |  |         |        |   |
| Liabilities:                                            |  |         |        |   |
| Unrealizeddepreciation on open forwardcontracts         |  | $            | 11,910,281  |   |
| Accruedexpenses:                                        |  |         |        |   |
| Professionalfees                                        |  |         | 13,200      |   |
| Distributionpayable                                     |  |         | 496,657     |   |
|                                                    |  |         | 12,420,138  |   |
| Partners'Capital:                                       |  |         |        |   |
| Partners' Capital,284,365.1251 Units outstanding in2005 |  |         | 273,853,939 |   |
|                                                    |  | $            | 286,274,077 |   |
|                                                         |

8

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2005 (Unaudited)

CMF Campbell Master Fund L.P.Condensed Schedule of Investments March 31,2005(Unaudited)

|                                    |  |                                                    |  |           |             |         |  |  |  |  |
|------------------------------------|--|----------------------------------------------------|--|-----------|-------------|---------|--|--|--|--|
| Sector                             |  | Contract                                           |  | FairValue |
| Currencies                         |  |
|                               |  | Unrealizeddepreciation on forward contracts(4.32)% |  | $         | (11,831,100 | )  |
|                               |  | Unrealizedappreciation on forward contracts3.02%   |  |      | 8,265,701   |    |
| TotalCurrencies(1.30)%             |  |                                               |  |      | (3,565,399  | )  |
| Energy                             |  |
|                               |  | Futures contracts sold(0.05)%                      |  |      | (133,020    | )  |
|                               |  | Futurescontracts purchased0.43%                    |  |      | 1,191,982   |    |
| TotalEnergy0.38%                   |  |                                               |  |      | 1,058,962   |    |
| InterestRates Non - U.S.           |  |
|                               |  | Futures contracts sold(0.06)%                      |  |      | (175,515    | )  |
|                               |  | Futurescontracts purchased1.34%                    |  |      | 3,672,946   |    |
| TotalInterest Rates Non- U.S.1.28% |  |                                               |  |      | 3,497,431   |    |
| InterestRates U.S.                 |  |
|                               |  | Futures contracts sold0.52%                        |  |      | 1,418,380   |    |
|                               |  | Futurescontracts purchased(0.02)%                  |  |      | (45,875     | )  |
| TotalInterest Rates U.S.0.50%      |  |                                               |  |      | 1,372,505   |    |
| Metals                             |  |
|                               |  | Unrealizeddepreciation on forward contracts(0.03)% |  |      | (79,181     | )  |
|                               |  | Unrealizedappreciation on forward contracts0.07%   |  |      | 183,600     |    |
| TotalMetals0.04%                   |  |                                               |  |      | 104,419     |    |
| Indices                            |  |
|                               |  | Futurescontracts sold(0.01)%                       |  |      | (13,930     | )  |
|                               |  | Futurescontracts purchased(0.28)%                  |  |      | (779,706    | )  |
| TotalIndices(0.29)%                |  |                                               |  |      | (793,636    | )  |
| TotalFair Value0.61%               |  |                                               |  | $         | 1,674,282   |    |
|                                    |

|                    |  |                          |            |                               |  |        |         |          |  |  |
|--------------------|--|--------------------------|------------|-------------------------------|--|--------|---------|----------|--|--|
| CountryComposition |  | Investments at FairValue |            | % of Investments at FairValue |
| Australia          |  | $                        | (70,394    | )                        |  |   | (4.20   | )%  |
| Canada             |  |                     | (21,512    | )                        |  |   | (1.28   | )   |
| Germany            |  |                     | 1,499,630  |                          |  |   | 89.57   |     |
| HongKong           |  |                     | 13,302     |                          |  |   | 0.79    |     |
| Japan              |  |                     | 1,461,473  |                          |  |   | 87.29   |     |
| Spain              |  |                     | (50,358    | )                        |  |   | (3.01   | )   |
| UnitedKingdom      |  |                     | 1,075,690  |                          |  |   | 64.25   |     |
| UnitedStates       |  |                     | (2,233,549 | )                        |  |   | (133.41 | )   |
|               |  | $                        | 1,674,282  |                          |  |   | 100.00  | %   |
|                    |

Percentagesare based on Masters' capital unless otherwiseindicated

9

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2005 (Unaudited)

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

|                                                                            |  |                             |             |         |  |  |
|----------------------------------------------------------------------------|--|-----------------------------|-------------|---------|--|--|
|                                                                       |  | ThreeMonths Ended March 31, |
|                                                                       |  | 2005                        |
|                                                                       |  |                        |        |    |
| Income:                                                                    |  |                        |        |    |
| Netgains (losses) on trading of commodityinterests:                        |  |                        |        |    |
| Realized losses on closedpositions and foreign currencies                  |  | $                           | (9,173,982  | )  |
| Change in unrealized losses on openpositions                               |  |                        | (1,192,577  | )  |
|                                                                       |  |                        | (10,366,559 | )  |
|                                                                       |  |                        |        |    |
| Interestincome                                                             |  |                        | 1,265,914   |    |
|                                                                       |  |                        | (9,100,645  | )  |
|                                                                       |  |                        |        |    |
| Expenses:                                                                  |  |                        |        |    |
| Commissionsincluding clearing fees of $35,818                              |  |                        | 125,554     |    |
| Otherexpenses                                                              |  |                        | 13,200      |    |
|                                                                       |  |                        | 138,754     |    |
|                                                                       |  |                        |        |    |
| Netloss                                                                    |  |                        | (9,239,399  | )  |
| Additions                                                                  |  |                        | 291,770,300 |    |
| Redemptions                                                                |  |                        | (7,411,048  | )  |
| Distribution of interest to FeederFunds                                    |  |                        | (1,265,914  | )  |
|                                                                       |  |                        |        |    |
| Net increase inPartners' capital                                           |  |                        | 273,853,939 |    |
|                                                                       |  |                        |        |    |
| Partners' capital,beginning of period                                      |  |                        | —     |    |
|                                                                       |  |                        |        |    |
| Partners' capital, end ofperiod                                            |  | $                           | 273,853,939 |    |
|                                                                       |  |                        |        |    |
| Net asset value per Unit(284,365.1251 Units outstanding in March 31, 2005) |  | $                           | 963.04      |    |
|                                                                       |  |                        |        |    |
| Net loss per Unit ofPartners' Interest                                     |  | $                           | (32.50      | )  |
|                                                                            |

10

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2005 (Unaudited)

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

|                                                                                           |  |                           |             |         |  |  |
|-------------------------------------------------------------------------------------------|--|---------------------------|-------------|---------|--|--|
|                                                                                      |  | ThreeMonths EndedMarch31, |
|                                                                                      |  | 2005                      |
| Cashflows from operating activities:                                                      |  |
| Netloss                                                                                   |  | $                         | (9,239,399  | )  |
| Adjustmentsto reconcile net income to net cash provided by (used in) operatingactivities: |  |
| Changes in operatingassets and liabilities:                                               |  |
| (Increase) decreasein restrictedcash                                                      |  |                      | (31,825,411 | )  |
| (Increase) decreasein net unrealized appreciation on open futurespositions                |  |                      | (764,784    | )  |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                    |  |                      | 7,795,474   |    |
| (Increase)decrease in interestreceivable                                                  |  |                      | (496,657    | )  |
|                                                                                      |  |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                    |  |                      | (5,838,113  | )  |
| Accruedexpenses:                                                                          |  |
| Increase (decrease) in professionalfees                                                   |  |                      | 13,200      |    |
| Increase (decrease) indistributionpayable                                                 |  |                      | 496,657     |    |
| Net cashprovided by (used in) operatingactivities                                         |  |                      | (39,859,033 | )  |
|                                                                                      |  |
| Cashflows from financing activities:                                                      |  |
| Proceedsfrom additions                                                                    |  |                      | 288,903,441 |    |
| Paymentsforredemptions                                                                    |  |                      | (7,411,048  | )  |
| Distributionof interest to feederfunds                                                    |  |                      | (1,265,914  | )  |
|                                                                                      |  |
| Netcash provided by (used in) financingactivities                                         |  |                      | 280,226,479 |    |
|                                                                                      |  |
| Netchange incash                                                                          |  |                      | 240,367,446 |    |
| Unrestricted cash,at beginning ofperiod                                                   |  |                      | —     |    |
| Unrestrictedcash, at end ofperiod                                                         |  | $                         | 240,367,446 |    |
|                                                                                      |  |
| Noncash financing activities:                                                             |  |
| Contribution ofopen commodity futures and forwardspositions                               |  | $                         | 2,866,859   |    |
|                                                                                           |

11

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2005 (Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of LimitedPartnership Interest for the three months ended March 31, 2005 and 2004were asfollows:

|                                                       |  |                           |          |         |  |        |          |         |  |  |
|-------------------------------------------------------|--|---------------------------|----------|---------|--|--------|----------|---------|--|--|
|                                                  |  | ThreeMonths EndedMarch31, |
|                                                  |  | 2005                      |          | 2004    |
| Netrealized and unrealized gains(losses)*             |  | $                         | (88.92   | )  |  | $      | 309.00   |    |
| Interestincome                                        |  |                      | 7.50     |    |  |   | 3.19     |    |
| Expenses**                                            |  |                      | (8.31    | )  |  |   | (69.22   | )  |
| Increase(decrease) for theperiod                      |  |                      | (89.73   | )  |  |   | 242.97   |    |
| Net AssetValue per Redeemable Unit,beginning ofperiod |  |                      | 1,699.79 |    |  |   | 1,634.64 |    |
| NetAsset Value per Redeemable Unit,end ofperiod       |  | $                         | 1,610.06 |    |  | $      | 1,877.61 |    |
|                                                       |

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

|    |                                |
|----|--------------------------------|
| ** | Excludes brokeragecommissions. |

|                                             |  |                            |         |          |  |        |        |          |  |  |
|---------------------------------------------|--|----------------------------|---------|----------|--|--------|--------|----------|--|--|
|                                        |  | ThreeMonths EndedMarch 31, |
|                                        |  | 2005                       |         | 2004     |
| Ratioto average netassets:***               |  |                       |    |     |  |   |   |     |
| Net investmentloss before incentivefees**** |  |                       | (7.1    | )%  |  |   | (8.7   | )%  |
| Operatingexpenses                           |  |                       | 9.1     | %   |  |   | 9.5    | %   |
| Incentivefees                               |  |                       | — |     |  |   | 3.5    |     |
| Totalexpenses                               |  |                       | 9.1     | %   |  |   | 13.0   | %   |
| Totalreturn:                                |  |                       |    |     |  |   |   |     |
| Total return beforeincentivefees            |  |                       | (5.3    | )%  |  |   | 18.5   | %   |
| Incentivefees                               |  |                       | — |     |  |   | (3.6   | )   |
| Totalreturn after incentivefees             |  |                       | (5.3    | )%  |  |   | 14.9   | %   |
|                                             |

|     |                                       |
|-----|---------------------------------------|
| *** | 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.

12

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2005 (Unaudited)

|  |  |
|--|--|
|  |  |

Financial Highlights oftheMaster:

|                                             |  |                          |          |          |  |  |
|---------------------------------------------|--|--------------------------|----------|----------|--|--|
|                                        |  | ThreeMonths EndedMarch31 |
|                                        |  | 2005                     |
| Netrealized and unrealized gains (losses)*  |  | $                        | (36.92   | )   |
| InterestIncome                              |  |                     | 4.46     |     |
| Expenses**                                  |  |                     | (0.04    | )   |
| Decreasefor theperiod                       |  |                     | (32.50   | )   |
| Distributions                               |  |                     | (4.46    | )   |
| NetAsset Value per Unit, beginning ofperiod |  |                     | 1,000.00 |     |
| NetAsset Value per Unit, end ofperiod       |  | $                        | 963.04   |     |
| *  Includesbrokeragecommissions   |
| **  Excludesbrokeragecommissions  |
| Ratiosto average net assets:***             |  |
| Net investmentincome****                    |  |                     | 1.7      | %   |
| Operatingexpense                            |  |                     | 0.2      | %   |
| Totalreturn                                 |  |                     | (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 2005 (and owned by thePartnership in 2004) are held for trading purposes. The average fairvalues of these interests during the three and twelve months endedMarch 31, 2005 and December 31, 2004, based on a monthly calculation,were $(2,648,111) and $3,194,280, respectively. The fair values ofthese commodity interests, including options thereon, if applicable, atMarch 31, 2005 and December 31, 2004, were $1,674,282 and $1,582,992,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.

13

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements March 31, 2005 (Unaudited)

4.    Financial Instrument Risks:

In the normal course of its business, the Partnership through itsinvestment in the Master, is party to financial instruments withoff-balance sheet risk, including derivative financial instruments andderivative commodity instruments. These financial instruments mayinclude forwards, futures and options, whose values are based upon anunderlying asset, index, or reference rate, and generally representfuture commitments to exchange currencies or cash flows, to purchase orsell other financial instruments at specific terms at specified futuredates, or, in the case of derivative commodity instruments, to have areasonable possibility to be settled in cash, through physical deliveryor with another financial instrument. These instruments may be tradedon an exchange or over-the-counter ("OTC").Exchange-traded instruments are standardized and include futures andcertain option contracts. OTC contracts are negotiated betweencontracting parties and include forwards and certain options.

Each of these instruments is subject to various risks similar tothose related to the underlying financial instruments including marketand credit risk. In general, the risks associated with OTC contractsare greater than those associated with exchange-traded instrumentsbecause of the greater risk of default by the counterparty to an OTCcontract.

Market risk is the potential for changes in the valueof the financial instruments traded by the Partnership/Master due tomarket changes, including interest and foreign exchange rate movementsand fluctuations in commodity or security prices. Market risk isdirectly impacted by the volatility and liquidity in the markets inwhich the related underlying assets are traded.

Credit risk isthe possibility that a loss may occur due to the failure of acounterparty to perform according to the terms of a contract. Creditrisk with respect to exchange-traded instruments is reduced to theextent that an exchange or clearing organization acts as a counterpartyto the transactions. The Partnership's/Master's risk ofloss in the event of counterparty default is typically limited to theamounts recognized as unrealized appreciation in the statements offinancial condition and not represented by the contract or notionalamounts of the instruments. The Partnership, through its investment inthe Master, has credit risk and concentration risk because the solecounterparty or broker with respect to the Master's assets isCGM.

The General Partner monitors and controls thePartnership's/Master's risk exposure on a daily basisthrough financial, credit and risk management monitoring systems, andaccordingly believes that it has effective procedures for evaluatingand limiting the credit and market risks to which thePartnership/Master is subject. These monitoring systems allow theGeneral Partner to statistically analyze actual trading results withrisk-adjusted performance indicators and correlation statistics. Inaddition, on-line monitoring systems provide account analysis offutures, forward and option positions by sector, margin requirements,gain and loss transactions and collateral positions.

Themajority of these instruments mature within one year of March 31, 2005.However, due to the nature of the Partnership's/Master'sbusiness, these instruments may not be held tomaturity.

14

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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 2005.

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 31,2005, Partnership capital increased 9.2% from $154,682,645 to$168,974,147. This increase was attributable to sales of 16,038.5493Redeemable Units of Limited Partnership Interest totaling $26,917,000,which was partially offset by the net loss from operations of$9,243,288 coupled with the redemption of 2,090.7467 Redeemable Unitsof Limited Partnership Interest totaling $3,382,210. Future redemptionscan impact the amount of funds available for investment in commoditycontract positions in subsequent periods.

TheMaster's capital consists of the capital contributions of themembers as increased or decreased by realized and/or unrealized gainsor losses on commodity futures trading, expenses, interest income,redemptions of Units and distributions of profits, ifany.

For the three months ended March 31, 2005, theMaster's capital increased 100.0% from $0 to $273,853,939.This increase was attributable to the addition of 292,045.4453 Unitstotaling $291,770,300 which was partially offset by a net loss fromoperations of $9,239,399, coupled with the redemption of 7,680.3201Units totaling $7,411,048 and distributions of interest totaling$1,265,914 to the limited partners of the Master. Future redemptionscan impact the amount of funds available for investments in commoditycontract positions in subsequent periods.

CriticalAccounting Policies

The preparation offinancial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to makeestimates and assumptions that affect the reported amounts of assetsand liabilities, disclosures of contingent assets and liabilities atthe date of the financial statements and reported amounts of revenuesand expenses during the reporting period. Actual results could differfrom these estimates.

All commodity interests(including derivative financial instruments and derivative commodityinstruments) are used for trading purposes. The commodity interests arerecorded on trade date and open contracts are recorded in thestatements of financial condition at fair value on the last businessday of the period, which represents market value for those commodityinterests for which market quotations are readily available or othermeasures of fair value deemed appropriate by management of the GeneralPartner for those commodity interests and foreign currencies for whichmarket quotations are not readily available. Investments in commodityinterests denominated in foreign currencies are translated into U.S.dollars at the exchange rates prevailing on the last business day ofthe period. Realized gains (losses) and changes in unrealized values onopen positions are recognized in the period in which the contract isclosed or the changes occur and are included in net gains (losses) ontrading of commodity interests.

The value of thePartnership's investment in the Master reflects thePartnership's proportional interest in the partners'capital of the Master. All of the income and expenses and unrealizedand realized gains and losses from the commodity transactions of theMaster are allocated pro rata among the investors at the time of suchdetermination.

Foreign currency contracts are thosecontracts where the Partnership/Master agrees to receive or deliver afixed quantity of foreign currency for an agreed-upon price on anagreed future date. Foreign currency contracts are valued daily, andthe Partnership's/Master's net equity therein, representingunrealized gain or loss on the contracts as measured by the differencebetween the forward foreign exchange rates at the dates of entry intothe contracts and the forward rates at the reporting date, is

15

----

included in the statements of financialcondition. Realized gains (losses) and changes in unrealized values onforeign currency contracts are recognized in the period in which thecontract is closed or the changes occur and are included in theStatements of Income and Expenses and Partners' capital.

Results of Operations

During thePartnership's first quarter of 2005 the net asset value perRedeemable unit decreased 5.3% from $1,699.79 to $1,610.06 ascompared to a increase of 14.9% in the first quarter of 2004.The Partnership experienced a net trading loss before brokeragecommissions and related fees in the first quarter of 2005 of$5,657,803. Losses were primarily attributable to the trading ofcommodity futures in currencies and indices and were partially offsetby gains in U.S. and non-U.S. interest rates, energy and metals. ThePartnership experienced a net trading gain before brokerage commissionsand related fees in the first quarter of 2004 of $22,543,301. Gainswere primarily attributable to the trading of commodity futures inenergy, U.S. and non-U.S. interest rates and currencies and werepartially offset by losses in indices.

Results for thefirst quarter were highlighted by uneven trading performance involatile energy and financial markets and resulted in effectivelygiving back much of the gains from the fourth quarter 2004.

Trends that had emerged in late December continued toeffect performance in January. Energy price increases, particularly incrude oil and natural gas that had produced profits through much of thelast third of 2004, initially weakened against advisor'spositions, then later regained strength and ended being the mostprofitable sector for the quarter.

Alternatively, theU.S. dollar, which likewise had generated profits consistently in 2004,began to reverse its long-term decline and moved back to the low 130sin relation to the Euro. This move was particularly disruptive inJanuary and continued through much of the quarter as the marketsproduced no identifiable direction. Trading in the Euro, British poundand Swiss franc chopped positions in both directions resulting in thegreatest losses for the quarter. Trading in interest rate contracts wasmixed while stock indices showed some strength in February but notsufficient to offset losses in January and March. Metals andagricultural trading followed U.S. dollar patterns with the net effectbeing flat for the quarter.

Commodity futures marketsare highly volatile. The potential for broad and rapid pricefluctuations increases the risks involved in commodity trading, butalso increases the possibility of profit. The profitability of thePartnership (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, 2005increased by $569,604 as compared to the unallocated amount earneddirectly for the corresponding period in 2004. The increase in interestincome is primarily due to higher net assets and higher interest ratesduring the three months ended March 31, 2005 as compared to thecorresponding period in 2004.

Brokerage commissions arecalculated on the Partnership's adjusted net asset value on thelast day of each month and are affected by trading performance,additions and redemptions. Accordingly, they must be analyzed inrelation to the fluctuations in the monthly net asset values.Commissions and fees for the three months ended March 31, 2005increased by $671,189 as compared to the corresponding period in 2004.The increase in brokerage commissions and fees is due to higher netassets during the three months ended March 31, 2005 as compared to thecorresponding period in 2004.

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

16

----

the three months ended March 31, 2005increased by $224,290 as compared to the corresponding period in 2004.The increase in management fees is due to higher net assets during thethree months ended March 31, 2005 as compared to the correspondingperiod in 2004.

Incentive fees are based on the newtrading profits generated by the Advisor at the end of the quarter asdefined in the advisory agreements between the Partnership, the GeneralPartner and the Advisor. There were no incentive fees earned for thethree months ended March 31, 2005. Trading performance for the threemonths ended March 31, 2004 resulted in incentive fees of$3,973,895.

17

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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.

18

----

The following table indicates the tradingValue at Risk associated with the Master's open positions bymarket category as of March 31, 2005 and the highest, lowest andaverage values during the three months ended March 31, 2005. All openposition trading risk exposures of the Master have been included incalculating the figures set forth below. As of March 31, 2005, theMaster's total capitalization was $273,853,939.

March 31,2005(Unaudited)

|                       |  |              |            |                          |  |                                          |       |                 |  |                      |            |        |  |        |            |        |  |        |            |        |  |  |
|-----------------------|--|--------------|------------|--------------------------|--|------------------------------------------|-------|-----------------|--|----------------------|------------|--------|--|--------|------------|--------|--|--------|------------|--------|--|--|
|                  |  |         |            |                     |  | Forthe three months ended March 31, 2005 |
| Market Sector         |  | Value atRisk |            | % of TotalCapitalization |  | HighValue at Risk                        |       | LowValue atRisk |  | AverageValue atRisk* |
| Currencies:           |  |
| —OTCContracts   |  | $            | 12,739,647 |                     |  |                                     | 4.65  | %          |  | $                    | 15,585,118 |   |  | $      | 10,760,639 |   |  | $      | 14,160,614 |   |
| Energy                |  |         | 2,067,750  |                     |  |                                     | 0.76  | %          |  |                 | 2,154,450  |   |  |   | 1,155,082  |   |  |   | 1,940,760  |   |
| InterestRatesU.S.     |  |         | 2,833,550  |                     |  |                                     | 1.03  | %          |  |                 | 2,850,700  |   |  |   | 786,310    |   |  |   | 1,604,470  |   |
| InterestRatesNon-U.S. |  |         | 4,810,382  |                     |  |                                     | 1.76  | %          |  |                 | 6,533,524  |   |  |   | 3,918,636  |   |  |   | 5,407,898  |   |
| Metals                |  |
| —OTCContracts   |  |         | 642,825    |                     |  |                                     | 0.23  | %          |  |                 | 822,970    |   |  |   | 279,433    |   |  |   | 643,525    |   |
| Indices               |  |         | 6,932,074  |                     |  |                                     | 2.53  | %          |  |                 | 14,411,622 |   |  |   | 6,163,466  |   |  |   | 7,608,653  |   |
| Total                 |  | $            | 30,026,228 |                     |  |                                     | 10.96 | %          |  |                 |       |   |  |   |       |   |  |   |       |   |
|                       |

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

19

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Item 4.    Controls and Procedures

Based on their evaluation of the Partnership's disclosurecontrols and procedures as of March 31, 2005, the President and ChiefFinancial Officer of the General Partner have concluded that suchcontrols and procedures are effective.

During thePartnership's last fiscal quarter, no changes occurred in thePartnership's internal control over financial reporting that havematerially affected, or are reasonably likely to materially affect, thePartnership's internal control over financialreporting.

20

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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 fiscal yearended December  31, 2004,

Enron Corp.

 InApril  2005, Citigroup, along with other financial institutiondefendants, reached an agreement-in-principle to settle fourstate-court actions brought by various investment funds, which were notpreviously consolidated or coordinated with the NEWBY action. The fourcases are OCM OPPORTUNITIES FUND III, L.P., et al. v. CITIGROUPINC., et al.; PACIFIC INVESTMENT MANAGEMENT CO. LLC, et al. v.CITIGROUP  INC., et al.; AUSA LIFE INSURANCE v. CITIGROUPINC., et al. and PRINCIPAL GLOBAL INVESTORS v. CITIGROUP  INC.,et al. The amounts to be paid in settlement of these actions arecovered by existing litigation reserves.

DynegyInc.

 The court had previously denied leadplaintiff's motion for leave to amend; no appeal was yet timelywhile the remainder of the case remained pending. On April  15,2005, as part of a global settlement involving all defendants,Citigroup entered into a memorandum of understanding to settle thiscase. The amount to be paid in settlement is covered by existinglitigation reserves.

WorldCom,  Inc.

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

Global Crossing

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

Research

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

Mutual Funds

 CGMHI entered into a settlement withthe SEC with respect to revenue sharing and sales of classes offunds.

Investigations of Euro Zone Government Bonds Trade

 The German prosecutors have declined to take any actionsagainst the employees in connection with this matter.

Item2.    Unregistered Sales of Equity Securities and Use ofProceeds

For the three months ended March 31, 2005, there wereadditional sales of 16,038.5493 Redeemable Units of Limited Partnershiptotaling $26,917,000. The Redeemable Units were issued in reliance upon

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applicable exemptions from registration underSection 4(2) of the Securities Act of 1933, as amended, and Section 506of Regulation D promulgated thereunder.

Proceeds from the saleof additional Redeemable Units are used in the trading of commodityinterests including futures contracts, options and forwardscontracts.

The following chart sets forth thepurchases of Redeemable Units by thePartnership.

|                                   |  |                                               |            |                                           |  |                                                                                           |          |                                                                                                                    |  |        |     |        |  |        |     |        |  |  |
|-----------------------------------|--|-----------------------------------------------|------------|-------------------------------------------|--|-------------------------------------------------------------------------------------------|----------|--------------------------------------------------------------------------------------------------------------------|--|--------|-----|--------|--|--------|-----|--------|--|--|
| Period                            |  | (a)Total Numberof Shares(or Units) Purchased* |            | (b)AveragePrice Paid perShare (or Unit)** |  | (c) TotalNumberof Shares (or Units)Purchased as Partof PubliclyAnnouncedPlans or Programs |          | (d) Maximum Number(orApproximateDollar Value) of Shares(or Units) thatMay YetBePurchased Under thePlans orPrograms |
| January 1, 2005-January 31,2005   |  |                                          | 360.2544   |                                      |  | $                                                                                         | 1,641.29 |                                                                                                               |  |   | N/A |   |  |   | N/A |   |
| February1, 2005 -February 28,2005 |  |                                          | 846.2976   |                                      |  | $                                                                                         | 1,615.65 |                                                                                                               |  |   | N/A |   |  |   | N/A |   |
| March1, 2005 -March 31,2005       |  |                                          | 884.1947   |                                      |  | $                                                                                         | 1,610.06 |                                                                                                               |  |   | N/A |   |  |   | N/A |   |
| Total                             |  |                                          | 2,090.7467 |                                      |  | $                                                                                         | 1,622.33 |                                                                                                               |  |   | N/A |   |  |   | N/A |   |
|                                   |

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | *Generally, Limited Partners are permitted to redeem their RedeemableUnits as of the end of each month on 10 days' notice to theGeneral Partner. Under certain circumstances, the General Partner cancompel redemption but to date the General Partner has not exercisedthis right. Purchases of Redeemable Units by the Partnership reflectedin the chart above were made in the ordinary course of thePartnership's business in connection with effecting redemptionsfor Limited Partners. |

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

Item3.    Defaults Upon Senior Securities – None

Item4.    Submission of Matters to a Vote of Security Holders –None

Item 5.    Other Information – None

Item6.    Exhibits

The exhibits required to be filed by Item 601of Regulation S-1 are incorporated herein by reference to the exhibitindex of the Annual Report on Form 10-K for the period ended December31, 2004.

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 andDirector)

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

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 10,2005                     |
| By:                                   |  | /s/Daniel R. McAuliffe, Jr.         Daniel R. McAuliffe,Jr. Chief Financial Officer and Director |
| Date: May 10,2005                     |
|                                       |

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