FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                 (X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended June 30, 2004

Commission File Number 0-50735

                     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. Employer
       incorporation or organization)                    Identification No.)

                        c/o Citigroup Managed Futures LLC
                            399 Park Avenue - 7th Fl.
                            New York, New York 10022
--------------------------------------------------------------------------------
              (Address and Zip Code of principal executive offices)

                                 (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.


                                  Yes X   No ___

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in rule 12b-2 of the Exchange Act).

                                  Yes____ No X



<PAGE>


                     SMITH BARNEY POTOMAC FUTURES FUND L.P.
                                    FORM 10-Q
                                      INDEX
                                                                      Page
                                                                     Number


PART I - Financial Information:

     Item 1. Financial Statements:

               Statements of Financial Condition at
               June 30, 2004 and December 31, 2003
               (unaudited).                                            3

               Condensed Schedules of Investments at
               June 30, 2004 and December 31, 2003
               (unaudited).                                          4 - 5

               Statements of Income and Expenses
               and Partners' Capital for the three
               and six months ended June 30,
               2004 and 2003 (unaudited).                              6

               Statements of Cash Flows for the three and six
               months ended June 30, 2004 and 2003
               (unaudited).                                            7

               Notes to Financial Statements
               (unaudited).                                          8 - 12

     Item 2.   Management's  Discussion  and Analysis
               of Financial  Condition and
               Results of Operations.                               13 - 15

     Item 3.   Quantitative and Qualitative
               Disclosures about Market Risk.                       16 - 17

     Item 4. Controls and Procedures.                                  18

PART II - Other Information                                            19


                                       2
<PAGE>


                                     PART I

                          Item 1. Financial Statements

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



<TABLE>
<CAPTION>
                                                                 June 30,      December 31,
                                                                  2004            2003
                                                               ----------     ------------
<S>                                                                <C>             <C>
Assets:

Equity in commodity futures trading account:
  Cash (Restricted $6,461,598 and $12,244,698 in
       2004 and 2003, respectively)                            $128,131,899   $ 99,381,393
  Net unrealized appreciation  on open futures contracts               --        4,672,048
  Unrealized appreciation on open forward contracts                      92           --
                                                               ------------   ------------
                                                                128,131,991    104,053,441
Interest receivable                                                  85,161         59,064
                                                               ------------   ------------
                                                               $128,217,152   $104,112,505
                                                               ============   ============
Liabilities and Partners' Capital

Liabilities:
 Net unrealized depreciation on open futures contracts         $  2,949,204   $    175,717
 Unrealized depreciation on open forward contracts                   18,850           --
 Accrued expenses:
  Commissions                                                       667,311        574,758
  Management fees                                                   204,107        175,717
  Incentive fees                                                       --          594,066
  Other fees                                                         76,567         91,208
Redemptions Payable                                                 722,396        340,328
                                                               ------------   ------------
                                                                  4,638,435      1,776,077
                                                               ------------   ------------
Partners' Capital:
  General Partner 729.3902 and  637.1691 unit
    equivalents outstanding in 2004 and 2003, respectively        1,195,835        791,542
Limited Partners 74,646.6277 and 62,120.5161 Redeemable
   Units of Limited Partnership Interest outstanding in 2004
   and 2003, respectively                                       122,382,882    101,544,886
                                                               ------------   ------------
                                                                123,578,717    102,336,428
                                                               ------------   ------------
                                                               $128,217,152   $104,112,505
                                                               ============   ============

</TABLE>

See Accompanying Notes to Unaudited Financial Statements.



                                       3
<PAGE>

                     Smith Barney Potomac Futures Fund L.P.
                        Condensed Schedule of Investments
                                  June 30, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
Sector                                 Contract                                          Fair Value
-----------------------                ----------------------------------           ----------------
<S>                                    <C>                                                  <C>
Currencies
                                       Futures contracts sold (1.19)%                  $  (1,472,052)
                                       Futures contracts purchased (0.48)%                  (595,769)
                                                                                    ----------------
  Total Currencies  (1.67)%                                                               (2,067,821)
                                                                                    ----------------

Total (0.00)%*                         Futures contracts sold (0.00)%*                        (6,477)
                                                                                    ----------------

Total Interest Rates Non-U.S. (0.51)%  Futures contracts sold (0.51)%                       (627,953)
                                                                                    ----------------

Total Interest Rates  (0.21)%          Futures contracts purchased  (0.21)%                 (263,600)
                                                                                    ----------------
Metals
                                       Unrealized depreciation on forward contracts (0.02)%  (18,850)
                                       Unrealized appreciation on forward contracts 0.00%*        92
                                                                                    ----------------
  Total Metals  (0.02)%                                                                      (18,758)
                                                                                     ---------------
Indices
                                       Futures contracts sold  (0.02)%                       (21,231)
                                       Futures contracts purchased  0.03%                     37,878
                                                                                    ----------------
  Total indices 0.01%                                                                         16,647
                                                                                    ----------------

Total Fair Value  (2.40)%                                                              $  (2,967,962)
                                                                                    ================
                                                                                % of
                                            Investments at Fair             Investments at
Country Composition                              Value                       Fair Value
-----------------------                      -----------------             ----------------
Canada                                       $        (13,950)                     (0.47)%
Germany                                              (193,152)                     (6.50)
Hong Kong                                              (1,071)                     (0.04)
Japan                                                (109,583)                     (3.69)
Spain                                                 (10,045)                     (0.34)
United Kingdom                                       (388,083)                    (13.08)
United States                                      (2,252,078)                    (75.88)
                                            ------------------                   --------
                                             $     (2,967,962)                   (100.00)%
                                            ==================                  =========

</TABLE>
Percentages are based on Partners' capital unless otherwise indicated
* Due to rounding
See Accompanying Notes to Unaudited Financials Statements


                                       4
<PAGE>


                     Smith Barney Potomac Futures Fund L.P.
                       Condensed Schedule of Investments
                                December 31, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
Sector                                    Contract                                           Fair Value
-----------------------                   -----------------------                        ----------------
<S>                                                  <C>                                           <C>
Currencies
                                          Futures contracts purchased 5.40%                   $5,520,628
                                          Futures contracts sold (2.40)%                      (2,454,608)
                                                                                             -----------
  Total Currencies 3.00%                                                                       3,066,020
                                                                                             -----------

Total Energy 0.50%                        Futures contracts purchased 0.50%                      515,673
                                                                                              -----------

Total Interest Rates U.S. (0.14)%         Futures contracts purchased (0.14)%                   (146,125)
                                                                                              -----------
Interest Rates Non-U.S
                                          Futures contracts purchased (0.06)%                    (57,653)
                                          Futures contracts sold (0.11)%                        (117,205)
                                                                                             -----------
  Total Interest Rates Non-U.S.  (0.17)%                                                        (174,858)
                                                                                             -----------

Total Indices 1.38%                       Futures contracts purchased 1.38%                    1,411,338
                                                                                             -----------

Total Fair Value 4.57%                                                                        $4,672,048
                                                                                             ===========

                                                          Investments                         % of Investments
Country Composition                                     at Fair Value                         at Fair Value
--------------------------                              -------------                          -------------
Canada                                                   $    10,640                                  0.23%
Germany                                                      319,577                                  6.84
Japan                                                            240                                  0.00*
Spain                                                         88,872                                  1.90
United Kingdom                                               254,985                                  5.46
United States                                              3,997,734                                 85.57
                                                          ----------                                -------
                                                          $4,672,048                                100.00%
                                                          ===========                               =======

</TABLE>

Percentages are based on Partners' capital unless otherwise indicated
* Due to rounding
See Accompanying Notes to Unaudited Financial Statements



                                       5
<PAGE>


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

<TABLE>
<CAPTION>
                                                               Three Months Ended                Six Months Ended
                                                                    June 30,                        June 30,
                                                           -------------------------    --------------------------------
                                                                2004           2003            2004              2003
                                                           ------------- -----------    -------------       ------------
<S>                                                            <C>            <C>               <C>               <C>
Income:
  Net gains (losses) on trading of commodity futures:
  Realized gains (losses) on closed positions           $  (8,498,505)   $   5,895,080    $  15,214,930    $  15,819,406
  Change in unrealized gains/losses on open
    positions                                              (6,469,876)      (1,115,082)      (7,640,010)      (2,724,474)
                                                        -------------    -------------    -------------    -------------
                                                          (14,968,381)       4,779,998        7,574,920       13,094,932
  Interest income                                             235,458          153,830          447,798          307,021
                                                        -------------    -------------    -------------    -------------
                                                          (14,732,923)       4,933,828        8,022,718       13,401,953
                                                        -------------    -------------    -------------    -------------

Expenses:
 Brokerage commissions including clearing fees of
  $39,788, $40,397, $86,304 and $72,068, respectively       2,093,872        1,240,558        4,151,125        2,390,452
  Management fees                                             621,472          364,152        1,231,248          702,422
  Other                                                         6,149           25,363           12,947           57,754
  Incentive fees                                                    _          629,985        3,973,895        1,731,702
                                                        -------------    -------------    -------------    -------------
                                                            2,721,493        2,260,058        9,369,215        4,882,330
                                                        -------------    -------------    -------------    -------------

  Net income (loss)                                       (17,454,416)       2,673,770       (1,346,497)       8,519,623
  Additions - Limited Partners                             20,036,000        6,150,000       35,628,000       18,874,000
            - General Partner                                 160,000             --            410,000             --
  Redemptions                                              (6,140,967)      (8,368,443)     (13,449,214)     (15,224,089)
                                                        -------------    -------------    -------------    -------------
  Net increase (decrease)  in Partners' capital            (3,399,383)         455,327       21,242,289       12,169,534

Partners' capital, beginning of period                    126,978,100       66,576,865      102,336,428       54,862,658
                                                        -------------    -------------    -------------    -------------
Partners' capital, end of period                        $ 123,578,717    $  67,032,192    $ 123,578,717    $  67,032,192
                                                        =============    =============    =============    =============
Net asset value per  Redeemable Unit
  (75,376.0179 and 41,976.4493 Units outstanding
  at June 30, 2004 and 2003, respectively)              $    1,639.50    $    1,596.90    $    1,639.50    $    1,596.90
                                                        =============    =============    =============    =============

Net income (loss) per Redeemable Unit of Limited
     Partnership Interest and General Partner
     Unit equivalent                                   $     (238.11)   $       59.06    $        4.86    $      202.62
                                                        =============    =============    =============    =============

</TABLE>
See Accompanying Notes to Unaudited Financial Statements


                                       6
<PAGE>

                     Smith Barney Potomac Futures Fund L.P.
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                              Three Months Ended              Six Months Ended
                                                                                   June 30,                        June 30,
                                                                      ------------------------------  ------------------------------
                                                                           2004             2003             2004            2003
                                                                      --------------- --------------  --------------- -------------
<S>                                                                        <C>              <C>              <C>               <C>
Cash flows from operating activities:
   Net Income (loss)                                                $ (17,454,416)    $  2,673,770     $ (1,346,497)    $ 8,519,623
   Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities:
     Changes in operating assets and liabilities:
          Net unrealized appreciation on open futures positions         6,451,118        1,101,656        7,621,252       2,710,366
          Unrealized (appreciation) depreciation on open forward
            contracts                                                         (92)          17,686              (92)            413
          (Increase) decrease in interest
            receivable                                                     (2,288)           8,339          (26,097)         (5,262)

          Unrealized appreciation (depreciation) on open forward
          contracts                                                        18,850           (4,257)          18,850          13,695
       Accrued expenses:
          Increase (decrease) in commission payable                       (62,544)          (4,026)          92,553          86,735
          Increase (decrease) in management fees payable                  (19,061)          (1,246)          28,390          26,471
          Increase (decrease) in incentive fees                        (3,973,895)        (471,732)        (594,066)        629,985
          Increase (decrease) in other                                    (21,439)          25,363          (14,641)         57,754
       Increase in redemptions payable                                    156,251        1,641,973          382,068       5,115,223
                                                                    -------------    -------------    -------------    -------------
              Net cash provided by (used in) operating activities     (14,907,516)       4,987,526        6,161,720      17,155,003
                                                                    -------------    -------------    -------------    -------------

Cash flows from financing activities:
   Proceeds from additions Limited Partners                            20,036,000        6,150,000       35,628,000      18,874,000
   Proceeds from additions General Partner                                160,000             --            410,000             --
   Payments for redemptions                                            (6,140,967)      (8,368,443)     (13,449,214)    (15,224,089)
                                                                    -------------    -------------    -------------    -------------
              Net cash provided by (used in) financing activities      14,055,033       (2,218,443)      22,588,786       3,649,911
                                                                    -------------    -------------    -------------    -------------
              Net change in cash                                         (852,483)       2,769,083       28,750,506      20,804,914
              Cash, at beginning of period                            128,984,382       71,342,618       99,381,393      53,306,787
                                                                    -------------    -------------    -------------    -------------
              Cash, at end of period                               $  128,131,899    $  74,111,701    $ 128,131,899    $ 74,111,701
                                                                    =============    =============    =============    =============


</TABLE>
See Accompanying Notes to Unaudited Financial Statements


                                       7
<PAGE>

                     Smith Barney Potomac Futures Fund L.P.
                          Notes to Financial Statements
                                  June 30, 2004
                                   (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 traded by the Partnership
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,  formerly Smith Barney Futures  Management
LLC, acts as the general partner (the "General Partner") of the Partnership. The
Partnership's  commodity  broker  is  Citigroup  Global  Markets  Inc.  ("CGM"),
formerly  Salomon Smith Barney Inc. CGM is an affiliate of the General  Partner.
The General  Partner is wholly owned by Citigroup  Global Markets  Holdings Inc.
("CGMHI"),  formerly Salomon Smith Barney Holdings Inc., which is the sole owner
of CGM.  CGMHI is a wholly owned  subsidiary  of  Citigroup  Inc. As of June 30,
2004, all trading  decisions for the Partnership are made by Campbell & Company,
Inc. (the "Advisor").

     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 June 30,  2004  and  December  31,  2003  and the  results  of its
operations  and cash flows for the three and six months  ended June 30, 2004 and
2003. 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  Registration  Statement on
Form 10-12 G/A filed with the  Securities  and  Exchange  Commission  on June 1,
2004.

     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.


                                       8
<PAGE>


                     Smith Barney Potomac Futures Fund L.P.
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)


2.   Financial Highlights:

     Changes  in Net Asset  Value per  Redeemable  Unit of  Limited  Partnership
Interest  for the  three and six  months  ended  June 30,  2004 and 2003 were as
follows:

<TABLE>
<CAPTION>

                                            Three Months Ended       Six Months Ended
                                                June 30,                   June 30,
                                         ----------   ----------    ---------   ---------
                                              2004        2003         2004         2003
                                         ----------   ----------    --------    ---------
<S>                                           <C>         <C>            <C>        <C>
Net realized and unrealized gains
(losses) *                              $  (232.78)    $  78.19    $   76.22    $  254.02
Interest income                               3.19         3.40         6.38         6.93
Expenses **                                  (8.52)      (22.53)      (77.74)      (58.33)
                                         ---------    ---------    ---------    ---------


Increase (decrease)  for the period        (238.11)       59.06         4.86       202.62
Net Asset Value per Redeemable
 Unit, beginning of period                1,877.61     1,537.84     1,634.64     1,394.28
                                         ---------    ---------    ---------    ---------
Net Asset Value per Redeemable
Unit, end of period                     $ 1,639.50   $ 1,596.90   $ 1,639.50   $ 1,596.90
                                         =========    =========    =========    =========
</TABLE>

*   Includes brokerage commissions.
**  Excludes brokerage commissions.



                                       9
<PAGE>


                     Smith Barney Potomac Futures Fund L.P.
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)

<TABLE>
<CAPTION>

                                      Three Months Ended   Six Months Ended
                                            June 30,            June 30,
                                       -----------------   -----------------
                                         2004       2003     2004       2003
                                        -----      -----    -----      -----
<S>                                      <C>        <C>      <C>        <C>
Ratio to average net assets: ***
 Net investment loss before
  incentive fees ****                   (8.1)%     (8.6)%    (8.5)%    (8.8)%
                                         ====      ====      ====      ====


 Operating expenses                      8.8%       9.5%      9.2%      9.7%
 Incentive fees                           --        0.9%      3.4%      2.6%
                                        ----        ----      ----     ----
Total expenses                           8.8%      10.4%     12.6%     12.3%
                                         ====      ====      ====      ====


Total return:
 Total return before incentive fees    (12.7)%      4.8%      3.5%     17.5%
  Incentive fees                       --          (1.0)%    (3.2)%    (3.0)%
                                       ----         ----     ----      ----
  Total return after incentive fees    (12.7)%      3.8%      0.3%     14.5%
                                        ====       ====      ====      ====
</TABLE>
***  Annualized (other than incentive fees)
**** Interest income less total expenses (exclusive of incentive fees)
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.

                                       10
<PAGE>


                     Smith Barney Potomac Futures Fund L.P.
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)




3.   Trading Activities:

     The  Partnership  was formed for the  purpose  of  trading  contracts  in a
variety of commodity interests,  including derivative financial  instruments and
derivative  commodity  instruments.  The  results of the  Partnership'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  gives  the
Partnership  the legal right to net unrealized  gains and losses on open futures
positions.

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading purposes.  The average fair values of these interests during the six and
twelve  months ended June 30, 2004 and  December  31,  2003,  based on a monthly
calculation,  were $2,701,744 and $3,373,573,  respectively.  The fair values of
these commodity interests, including options thereon, if applicable, at June 30,
2004 and December 31, 2003, were $(2,967,962) and $4,672,048, respectively. Fair
values for  exchange  traded  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
calculations approved by the General Partner.

4.   Financial Instrument Risks:

     In the normal course of its business the  Partnership 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.
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.


                                       11
<PAGE>


                     Smith Barney Potomac Futures Fund L.P.
                          Notes to Financial Statements
                                  June 30, 2004
                                   (Unaudited)
                                   (Continued)




     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.

     Market  risk is the  potential  for  changes in the value of the  financial
instruments traded by the Partnership 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.

     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
Partnership's  risk of loss in the event of  counterparty  default is  typically
limited to the amounts  recognized as unrealized  appreciation in the statements
of financial  condition and not represented by the contract or notional  amounts
of the  instruments.  The  Partnership  has credit risk and  concentration  risk
because the sole counterparty or broker with respect to the Partnership's assets
is CGM.

     The General Partner monitors and controls the  Partnership'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 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 June 30, 2004.
However, due to the nature of the Partnership's business,  these instruments may
not be held to maturity.


                                       12
<PAGE>



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

Liquidity and Capital Resources

     The Partnership does not engage in the sale of goods or services.  Its only
assets are its equity in its commodity  futures trading  account,  consisting of
cash, net  unrealized  appreciation  (depreciation)  on open futures and forward
contracts and interest  receivable.  Because of the low margin deposits normally
required in commodity  futures  trading,  relatively  small price  movements may
result in substantial losses to the Partnership.  While substantial losses could
lead to a  substantial  decrease in  liquidity,  no such losses  occurred in the
Partnership's second quarter of 2004.

     The Partnership's capital consists of capital  contributions,  as increased
or decreased by realized and/or  unrealized gains or losses on commodity futures
trading and expenses,  interest  income,  redemptions  of  Redeemable  Units and
distributions of profits, if any.

     For the six months ended June 30, 2004, Partnership capital increased 20.8%
from  $102,336,428 to  $123,578,717.  This increase was attributable to sales of
20,046.6914   Redeemable  Units  of  Limited   Partnership   Interest   totaling
$35,628,000 and 245.1601 General equivalent  interests totaling $410,000,  which
was partially offset by the net loss from operations of $1,346,497  coupled with
the redemption of 7,520.5799  Redeemable Units of Limited  Partnership  Interest
totaling  $13,449,214.  Future  redemptions  can  impact  the  amount  of  funds
available for investment in commodity contract positions in subsequent periods.

Critical Accounting Policies

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities,  disclosures of contingent assets and liabilities at the
date of the financial  statements and reported  amounts of revenues and expenses
during the reporting period. Actual results could differ from these estimates.

     All commodity interests  (including  derivative  financial  instruments and
derivative commodity  instruments) are used for trading purposes.  The commodity
interests  are  recorded on trade date and open  contracts  are  recorded in the
statements of financial  condition at fair value on the last business day of the
period,  which represents  market value for those commodity  interests for which
market  quotations are readily  available or other measures of fair value deemed
appropriate by management of the General Partner for those  commodity  interests
and foreign  currencies for which market  quotations are not readily  available.
Investments  in  commodity  interests  denominated  in  foreign  currencies  are
translated  into U.S.  dollars  at the  exchange  rates  prevailing  on the last
business day of the period.  Realized  gains  (losses) and changes in unrealized
values on open  positions are  recognized in the period in which the contract is
closed or the changes occur and are included in net gains (losses) on trading of
commodity interests.

     Foreign currency contracts are those contracts where the Partnership agrees


                                       13
<PAGE>

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  Partnership'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  values 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.

Results of Operations

     During the  Partnership's  second  quarter of 2004 the net asset  value per
Redeemable  unit  decreased  12.7% from $1,877.61 to $1,639.50 as compared to an
increase of 3.8% in the second  quarter of 2003. The  Partnership  experienced a
net trading  loss before  brokerage  commissions  and related fees in the second
quarter  of 2004 of  $14,968,381.  Losses  were  primarily  attributable  to the
trading of commodity  futures in currencies,  U.S. and non-U.S.  interest rates,
indices  and  metals,  and  were  partially  offset  by  gains  in  energy.  The
Partnership  experienced  a net trading gain before  brokerage  commissions  and
related fees in the second quarter of 2003 of  $4,779,998.  Gains were primarily
attributable  to the trading of  commodity  futures in  currencies  and U.S. and
non-U.S.  interest rates, and were partially offset by losses in energy,  metals
and indices.

     During the Partnership's six months ended June 30, 2004 the net asset value
per Redeemable unit increased 0.3% from $1,634.64 to $1,639.50 as compared to an
increase  of 14.5% for the six  months  ended  June 30,  2003.  The  Partnership
experienced  a net trading gain before  brokerage  commissions  and related fees
during the six months ended June 30, 2004 of  $7,574,920.  Gains were  primarily
attributable to the trading of commodity futures in currencies,  energy and U.S.
and non-U.S.  interest rates and were  partially  offset by losses in metals and
indices.  The  Partnership  experienced  a net  trading  gain  before  brokerage
commissions  and  related  fees  for the  six  months  ended  June  30,  2003 of
$13,094,932.  Gains were  primarily  attributable  to the  trading of  commodity
futures in currencies, energy and U.S. and non-U.S. interest rates, and were
partially offset by losses in indices and metals.

     The lack of persistent  trends resulted in a difficult  environment for the
Partnership's  Commodity  Trading  Advisor,  which began precisely as the second
quarter of 2004 got underway.  Trends in both  financial  and commodity  futures
markets had been clear for the previous three quarters. In the second quarter of
2004, however,  substantially  opposing  fundamental  considerations  along with
benign short-term  volatility  greatly reduced the opportunities for the Advisor
resulting in a particularly difficult trading environment.

     The directionless  behavior of so many markets can be explained in terms of
a perception  that a significant  change may be underway in the global  economic
cycle.  Some of the primary drivers of these  conditions have been:  softer than
expected U.S.  economic data creating  confusion with regard to forecasting  the
pace of Federal Reserve  tightening;  U.S. and international  bonds,  equity and
currency  markets coping with indications of rising  inflation,  but at the same
time,  an apparent  pause in growth;  and a fragile  Eurozone  recovery  keeping
European Central Bank monetary intervention on hold.



                                       14
<PAGE>

     Trading in most market sectors was unprofitable for the Partnership  except
in the energy  sector  and  European  interest  rates and  currencies.  The U.S.
interest  rate and global  stock  indices were the primary  contributors  to the
losses while trading in crude oil,  British pound and Swiss franc  provided some
profits for the Partnership.

     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
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 expects to increase capital through operations.

     Interest income on 80% of the Partnership's daily average equity maintained
in cash 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  Partnership's  assets in
cash and/or place all of the  Partnership'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
for the three and six  months  ended June 30,  2004  increased  by  $81,628  and
$140,777,  respectively,  as compared to the corresponding  periods in 2003. The
increase in interest income is primarily due to higher average net assets during
the three and six months  ended June 30, 2004 as  compared to the  corresponding
periods in 2003.

     Brokerage  commissions  are  calculated on 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.  Commissions and
fees for the three and six months ended June 30, 2004  increased by $853,314 and
$1,760,673,  respectively, as compared to the corresponding periods in 2003. The
increase in brokerage  commissions  and fees is due to higher average net assets
during  the  three  and six  months  ended  June  30,  2004 as  compared  to the
corresponding periods in 2003.

     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 and six months ended
June 30, 2004 increased by $257,320 and $528,826,  respectively,  as compared to
the  corresponding  periods in 2003.  The increase in management  fees is due to
higher average net assets during the three and six months ended June 30, 2004 as
compared to the corresponding periods in 2003.

     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.  Trading  performance for
the three and six months ended June 30, 2004,  resulted in incentive  fees of $0
and $3,973,895,  respectively.  Trading performance for the three and six months
ended June 30,  2003,  resulted in incentive  fees of $629,985  and  $1,731,702,
respectively.


                                       15
<PAGE>

Item. 3 Quantitative and Qualitative Disclosures about Market Risk

     The  Partnership  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 Partnership'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 Partnership's main line of business.

     Market movements result in frequent changes in the fair market value of the
Partnership's open positions and,  consequently,  in its earnings and cash flow.
The  Partnership'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 Partnership's open positions and the liquidity
of the markets in which it trades.

     The  Partnership  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 Partnership's  past performance is not necessarily  indicative of its future
results.

     Value at Risk is a measure  of the  maximum  amount  which the  Partnership
could  reasonably  be expected to lose in a given market  sector.  However,  the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets  traded by the  Partnership  of market  movements  far  exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership'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  Partnership's  losses in any market sector will be limited to Value at
Risk or by the Partnership's attempts to manage its market risk.

     Exchange  maintenance margin requirements have been used by the Partnership
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.



                                       16
<PAGE>



     The following table indicates the trading Value at Risk associated with the
Partnership's  open  positions  by market  category  as of June 30, 2004 and the
highest,  lowest and average  value during the three months ended June 30, 2004.
All open position  trading risk exposures of the Partnership  have been included
in  calculating  the  figures  set  forth  below.  As  of  June  30,  2004,  the
Partnership's total capitalization was $123,578,717.  There has been no material
change in the trading  Value at Risk  information  previously  disclosed  in the
Partnership's Registration Statement on Form 10-12G/A filed on June 1, 2004.


                                  June 30, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                            Three Months Ended June 30, 2004
                                                                   -------------------------------------------------
                                                    % of Total          High              Low            Average
Market Sector                      Value at Risk  Capitalization    Value at Risk    Value at Risk    Value at Risk
--------------                     -------------  -------------- ---------------- ---------------- ----------------
<S>                                      <C>                               <C>            <C>               <C>
Currencies:                           $1,922,121      1.56%           $1,969,884       $1,144,652        $1,560,993
  -Exchange Traded Contracts
Energy                                    50,000      0.04%            1,491,800           50,000           845,133
Interest Rates U.S.                      228,200      0.18%            1,482,950           33,825           228,200
Interest Rates Non-U.S.                1,490,214      1.21%            2,609,462          814,887         1,194,709
Metals
 -OTC                                      5,450      0.01%               20,000            5,450             5,450
Indices                                1,723,619      1.39%            2,542,561          646,913         2,040,227
                                      ----------      -----
Total                                 $5,419,604      4.39%
                                      ==========      ====

</TABLE>


                                       17
<PAGE>


Item 4. Controls and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures as of June 30, 2004, the Chief Executive  Officer and Chief Financial
Officer have concluded that such controls and procedures are effective.


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


                                       18
<PAGE>


                           PART II. OTHER INFORMATION


Item 1.   Legal Proceedings

     The following  information  supplements and amends our discussion set forth
under Item 8 "Legal Proceedings" in the Partnership's  Registration Statement on
Form 10-12G/A filed on June 1, 2004.

WorldCom, Inc.

          On May 10, 2004, Citigroup announced that it had agreed to pay $2.65
billion to settle the WorldCom class action suits.

Item 2. Changes in  Securities,  Use of Proceeds and Issuer  Purchases of Equity
     Securities -

     For the three months ended June 30, 2004,  there were  additional  sales of
     11,237.9617  Redeemable Units of Limited Partnership  totaling  $20,036,000
     and 92.2212 Units of General Partner Interest  totaling$  160,000.  For the
     three months ended June 30, 2003, there were additional sales of 3,946.3333
     Redeemable Units totaling $4,990,000.  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.

<TABLE>
<CAPTION>
<S>                              <C>                    <C>                             <C>                <C>
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
Period                          (a)  Total  Number  of  (b)   Average    Price  (c)  Total  Number of  (d)   Maximum   Number
                                Shares    (or   Units)  Paid  per   Share  (or  Shares   (or   Units)  (or        Approximate
                                Purchased*              Unit)**                 Purchased  as Part of  Dollar    Value)    of
                                                                                Publicly    Announced  Shares    (or   Units)
                                                                                Plans or Programs      that    May   Yet   Be
                                                                                                       Purchased   Under  the
                                                                                                       Plans or Programs
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
April 1, 2004 - April 30, 2004  1,907.6068              $1,734.96               N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
May 1, 2004 - May 31, 2004      1,233.4313              $1,709.82               N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
June 1, 2004 - June 30, 2004       440.6195             $1,639.50               N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
Total                           3,581.6576              $1,624.76               N/A                    N/A
------------------------------- ----------------------- ----------------------- ---------------------- -----------------------
</TABLE>



                                       19
<PAGE>

* 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.


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 and reports on Form 8-K

     (a)  The exhibits  required to be filed by Item 601 of  Regulation  S-K are
          incorporated   herein  by  reference  to  the  exhibit  index  of  the
          Partnership's  Registration  Statement on Form 10-12G/A  filed June 1,
          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 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).

     (b)  Reports on Form 8-K - None


                                       20
<PAGE>

                                 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.




By:        Citigroup Managed Futures LLC
           (General Partner)


By:        /s/ David J. Vogel
           ---------------------
           David J. Vogel
           President and Director


Date:      8/12/04


By:       /s/ Daniel R. McAuliffe, Jr.
          -------------------------------------
          Daniel R. McAuliffe, Jr.
          Chief Financial Officer and Director

Date:     8/12/04




                                       21
<PAGE>


                                                                    Exhibit 31.1
                                  CERTIFICATION

I, David J. Vogel, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of Smith Barney Potomac
     Futures Fund L.P. (the "registrant");

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant including its consolidated  subsidiaries,  is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

     Date: August 12, 2004
                                                    /s/ David J. Vogel
                                                   -----------------------
                                                   David J. Vogel
                                                   Citigroup Managed Futures LLC
                                                   President and Director


                                       22
<PAGE>

                                                                    Exhibit 31.2
                                  CERTIFICATION

I,   Daniel R. McAuliffe, Jr., certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of Smith Barney Potomac
     Futures Fund L.P. (the "registrant");

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant including its consolidated  subsidiaries,  is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date:  August 12, 2004

                                            /s/ Daniel R. McAuliffe, Jr.
                                            -----------------------
                                            Daniel R. McAuliffe, Jr.
                                            Citigroup Managed Futures LLC
                                            Chief Financial Officer and Director


                                       23
<PAGE>


                                                                    Exhibit 32.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection  with the Quarterly  Report of Smith Barney  Potomac  Futures
Fund L.P. (the  "Partnership")  on Form 10-Q for the period ending June 30, 2004
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  I, David J.  Vogel,  President  and  Director of  Citigroup  Managed
Futures LLC, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Partnership.

Date: August 12, 2004
----------------------------



/s/ David J. Vogel
----------------------------
David J. Vogel
Citigroup Managed Futures LLC
President and Director






                                       24
<PAGE>

                                                                    Exhibit 32.2
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection  with the Quarterly  Report of Smith Barney  Potomac  Futures
Fund L.P. (the  "Partnership")  on Form 10-Q for the period ending June 30, 2004
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"), I, Daniel R. McAuliffe,  Jr., Chief Financial Officer and Director of
Citigroup  Managed  Futures LLC,  certify,  pursuant to 18 U.S.C.  ss. 1350,  as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Partnership.

Date: August 12, 2004
----------------------------


/s/ Daniel R. McAuliffe, Jr.
----------------------------
Daniel R. McAuliffe, Jr.
Citigroup Managed Futures LLC
Chief Financial Officer and Director





                                       25