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 September 30,2005

Commission File Number0-50735

SMITH BARNEY POTOMACFUTURES FUND L.P.

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(Exact name ofregistrant as specified in its charter)

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

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

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|--|
|  |  |
|  |

(Address and ZipCode of principal executive offices)

(212)559-2011

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|  |  |
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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   

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

Yes         NoX

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SMITH BARNEY POTOMACFUTURES FUND L.P.

FORM 10-Q

INDEX

|                               |  |        |        |                                                                                                                                  |  |            |                         |        |  |  |  |  |  |  |
|-------------------------------|--|--------|--------|----------------------------------------------------------------------------------------------------------------------------------|--|------------|-------------------------|--------|--|--|--|--|--|--|
|                          |  |   |        |                                                                                                                             |  | PageNumber |
| PARTI - FinancialInformation: |  |   |   |                                                                                                                             |
|                          |  | Item1. |        | FinancialStatements:                                                                                                             |  |       |                    |   |
|                          |  |   |        | Statements ofFinancial Conditionat September 30, 2005 and December 31,2004(unaudited).                                           |  |       | 3                       |   |
|                          |  |   |        | CondensedSchedule of Investments at December 31,2004(unaudited).                                                                 |  |       | 4                       |   |
|                          |  |   |        | Statementsof Income and Expensesand Partners' Capital for the three andnine months ended September 30, 2005 and 2004(unaudited). |  |       | 5                       |   |
|                          |  |   |        | Statementsof Cash Flows for thethree and nine months ended September 30, 2005and2004(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 Financial Condition(Unaudited)

|                                                                                                                                         |  |                  |             |                  |  |        |             |        |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------|--|------------------|-------------|------------------|--|--------|-------------|--------|--|--|
|                                                                                                                                    |  | September30,2005 |             | December 31,2004 |
| Assets:                                                                                                                                 |  |             |        |             |  |   |        |   |
| Investmentin Master, at fair value                                                                                                      |  | $                | 212,547,119 |             |  | $      | —     |   |
| Equityin commodity futures tradingaccount:                                                                                              |  |             |        |             |  |   |        |   |
| Cash(restricted $0 and $19,775,170 in 2005 and 2004,respectively)                                                                       |  |             | 32,651      |             |  |   | 157,080,994 |   |
| Netunrealized appreciation on open futurescontracts                                                                                     |  |             | —     |             |  |   | 2,504,531   |   |
| Unrealizedappreciation on open forwardcontracts                                                                                         |  |             | —     |             |  |   | 9,444,675   |   |
|                                                                                                                                    |  |             | 212,579,770 |             |  |   | 169,030,200 |   |
| Interestreceivable                                                                                                                      |  |             | —     |             |  |   | 205,283     |   |
|                                                                                                                                    |  | $                | 212,579,770 |             |  | $      | 169,235,483 |   |
| Liabilitiesand Partners'Capital:                                                                                                        |  |             |        |             |  |   |        |   |
| Liabilities:                                                                                                                            |  |             |        |             |  |   |        |   |
| Unrealizeddepreciation on open forwardcontracts                                                                                         |  | $                | —     |             |  | $      | 10,366,214  |   |
| Accruedexpenses:                                                                                                                        |  |             |        |             |  |   |        |   |
|     Commissions                                                                                                     |  |             | 1,135,700   |             |  |   | 874,649     |   |
|     Managementfees                                                                                                  |  |             | 347,512     |             |  |   | 267,511     |   |
|     Otherfees                                                                                                       |  |             | 40,939      |             |  |   | 76,978      |   |
| Redemptionspayable                                                                                                                      |  |             | 13,159,454  |             |  |   | 2,967,486   |   |
|                                                                                                                                    |  |             | 14,683,605  |             |  |   | 14,552,838  |   |
| Partners'Capital:                                                                                                                       |  |             |        |             |  |   |        |   |
| General Partner,729.3902 Unit equivalents outstanding in 2005 and2004                                                                   |  |             | 1,288,234   |             |  |   | 1,239,810   |   |
| LimitedPartners, 111,318.2933 and 90,271.8164 Redeemable Units of LimitedPartnership Interest outstanding in 2005 and 2004,respectively |  |             | 196,607,931 |             |  |   | 153,442,835 |   |
|                                                                                                                                    |  |             | 197,896,165 |             |  |   | 154,682,645 |   |
|                                                                                                                                    |  | $                | 212,579,770 |             |  | $      | 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 EndedSeptember 30, |             | Nine MonthsEndedSeptember 30, |
|                                                                                                                            |  | 2005                           |             | 2004                          |  | 2005   |             | 2004    |
| Income:                                                                                                                         |  |                           |        |                          |  |   |        |    |  |   |        |    |  |   |        |    |
| Realizedgains on closed positions from Master                                                                                   |  | $                              | 3,588,457   |                          |  | $      | —     |    |  | $      | 11,020,269  |    |  | $      | —     |    |
| Change in unrealized gains (losses) on open positions fromMaster                                                                |  |                           | (4,227,748  | )                        |  |   | —     |    |  |   | 6,361,320   |    |  |   | —     |    |
| Interest income allocated fromMaster                                                                                            |  |                           | 1,276,209   |                          |  |   | —     |    |  |   | 3,017,874   |    |  |   | —     |    |
| Expenses allocated fromMaster                                                                                                   |  |                           | (88,312     | )                        |  |   | —     |    |  |   | (255,946    | )  |  |   | —     |    |
| Net gains(losses) on trading of commodityfutures:                                                                               |  |                           |        |                          |  |   |        |    |  |   |        |    |  |   |        |    |
| Realizedgains (losses) on closed positions                                                                                      |  |                           | —     |                          |  |   | (9,032,144  | )  |  |   | —     |    |  |   | 6,182,786   |    |
| Change in unrealized (losses) on open positions                                                                                 |  |                           | —     |                          |  |   | 6,036,118   |    |  |   | —     |    |  |   | (1,603,892  | )  |
|                                                                                                                            |  |                           | 548,606     |                          |  |   | (2,996,026  | )  |  |   | 20,143,517  |    |  |   | 4,578,894   |    |
| Interestincome                                                                                                                  |  |                           | —     |                          |  |   | 355,813     |    |  |   | —     |    |  |   | 803,611     |    |
|                                                                                                                            |  |                           | 548,606     |                          |  |   | (2,640,213  | )  |  |   | 20,143,517  |    |  |   | 5,382,505   |    |
| Expenses:                                                                                                                       |  |                           |        |                          |  |   |        |    |  |   |        |    |  |   |        |    |
| Brokeragecommissions including clearing fees of $0, $23,343, $0 and $109,647,respectively                                       |  |                           | 3,362,977   |                          |  |   | 2,216,715   |    |  |   | 9,140,631   |    |  |   | 6,367,840   |    |
| Managementfees                                                                                                                  |  |                           | 1,028,711   |                          |  |   | 664,894     |    |  |   | 2,796,119   |    |  |   | 1,896,142   |    |
| Other                                                                                                                           |  |                           | 22,593      |                          |  |   | 11,703      |    |  |   | 87,953      |    |  |   | 24,650      |    |
| Incentive fees                                                                                                                  |  |                           | —     |                          |  |   | —     |    |  |   | —     |    |  |   | 3,973,895   |    |
|                                                                                                                            |  |                           | 4,414,281   |                          |  |   | 2,893,312   |    |  |   | 12,024,703  |    |  |   | 12,262,527  |    |
| Net income(loss)                                                                                                                |  |                           | (3,865,675  | )                        |  |   | (5,533,525  | )  |  |   | 8,118,814   |    |  |   | (6,880,022  | )  |
| Additions — LimitedPartner                                                                                                |  |                           | 26,262,000  |                          |  |   | 18,035,000  |    |  |   | 68,522,000  |    |  |   | 53,663,000  |    |
|   — General Partner                                                                                             |  |                           | —     |                          |  |   | —     |    |  |   | —     |    |  |   | 410,000     |    |
| Redemptions — LimitedPartners                                                                                             |  |                           | (23,829,172 | )                        |  |   | (5,387,167  | )  |  |   | (33,427,294 | )  |  |   | (18,836,381 | )  |
| Net increase (decrease) in Partners'capital                                                                                     |  |                           | (1,432,847  | )                        |  |   | 7,114,308   |    |  |   | 43,213,520  |    |  |   | 28,356,597  |    |
| Partners' capital, beginningof period                                                                                           |  |                           | 199,329,012 |                          |  |   | 123,578,717 |    |  |   | 154,682,645 |    |  |   | 102,336,428 |    |
| Partners' capital, end ofperiod                                                                                                 |  | $                              | 197,896,165 |                          |  | $      | 130,693,025 |    |  | $      | 197,896,165 |    |  | $      | 130,693,025 |    |
| Net asset value per Redeemable Unit (112,047.6835 and83,097.7104 Units outstanding at September 30, 2005 and 2004,respectively) |  | $                              | 1,766.18    |                          |  | $      | 1,572.76    |    |  | $      | 1,766.18    |    |  | $      | 1,572.76    |    |
| Net income (loss) per Redeemable Unit of Limited Partnership                                                                    |  | $                              | (35.78      | )                        |  | $      | (66.74      | )  |  | $      | 66.39       |    |  | $      | (61.88      | )  |
|                                                                                                                                 |

See Accompanying Notes toFinancial Statements

5

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

|                                                                                                  |  |                                |             |                               |  |        |             |         |  |        |              |         |  |        |             |         |  |  |
|--------------------------------------------------------------------------------------------------|--|--------------------------------|-------------|-------------------------------|--|--------|-------------|---------|--|--------|--------------|---------|--|--------|-------------|---------|--|--|
|                                                                                             |  | ThreeMonths EndedSeptember 30, |             | Nine MonthsEndedSeptember 30, |
|                                                                                             |  | 2005                           |             | 2004                          |  | 2005   |             | 2004    |
| Cash flows from operatingactivities:                                                             |  |                           |        |                          |  |   |        |    |  |   |         |    |  |   |        |    |
| NetIncome (loss)                                                                                 |  | $                              | (3,865,675  | )                        |  | $      | (5,533,525  | )  |  | $      | 8,118,814    |    |  | $      | (6,880,022  | )  |
| Adjustments to reconcile net income (loss) tonet cash provided by (used in) operatingactivities: |  |                           |        |                          |  |   |        |    |  |   |         |    |  |   |        |    |
| Changes in operatingassets and liabilities:                                                      |  |                           |        |                          |  |   |        |    |  |   |         |    |  |   |        |    |
| (Increase) decrease ininvestment in Master, at fairvalue                                         |  |                           | (10,690,649 | )                        |  |   | —     |    |  |   | (212,547,119 | )  |  |   | —     |    |
| (Increase)decrease in restrictedcash                                                             |  |                           | —     |                          |  |   | (4,418,798  | )  |  |   | 19,775,170   |    |  |   | 1,364,302   |    |
| Net unrealized (appreciation)depreciation on open futures positions                              |  |                           | —     |                          |  |   | (3,782,624  | )  |  |   | 2,504,531    |    |  |   | 3,838,628   |    |
| Unrealized appreciation on open forwardcontracts                                                 |  |                           | —     |                          |  |   | (6,566,546  | )  |  |   | 9,444,675    |    |  |   | (6,566,638  | )  |
| (Increase) decrease ininterest receivable                                                        |  |                           | —     |                          |  |   | (44,818     | )  |  |   | 205,283      |    |  |   | (70,915     | )  |
| Unrealized depreciation on open forwardcontracts                                                 |  |                           | —     |                          |  |   | 4,313,052   |    |  |   | (10,366,214  | )  |  |   | 4,331,902   |    |
| Accruedexpenses:                                                                                 |  |                           |        |                          |  |   |        |    |  |   |         |    |  |   |        |    |
| Increase (decrease) incommissions                                                                |  |                           | 56,903      |                          |  |   | 42,274      |    |  |   | 261,051      |    |  |   | 134,827     |    |
| Increase (decrease) in managementfees                                                            |  |                           | 17,491      |                          |  |   | 12,924      |    |  |   | 80,001       |    |  |   | 41,314      |    |
| Increase (decrease) in incentivefees                                                             |  |                           | —     |                          |  |   | —     |    |  |   | —      |    |  |   | (594,066    | )  |
| Increase (decrease) inother                                                                      |  |                           | (46,116     | )                        |  |   | 8,704       |    |  |   | (36,039      | )  |  |   | (5,937      | )  |
| Net cashprovided by (used in) operatingactivities                                                |  |                           | (14,528,046 | )                        |  |   | (15,969,357 | )  |  |   | (182,559,847 | )  |  |   | (4,406,605  | )  |
| Cash flows from financingactivities:                                                             |  |                           |        |                          |  |   |        |    |  |   |         |    |  |   |        |    |
| Proceeds from additions —Limited Partners                                                  |  |                           | 26,262,000  |                          |  |   | 18,035,000  |    |  |   | 68,522,000   |    |  |   | 53,663,000  |    |
| Proceedsfrom additions — General Partner                                                   |  |                           | —     |                          |  |   | —     |    |  |   | —      |    |  |   | 410,000     |    |
| Payments for redemptions — Limited Partners                                                |  |                           | (11,773,472 | )                        |  |   | (4,630,915  | )  |  |   | (23,235,326  | )  |  |   | (17,698,061 | )  |
| Net cash provided by (used in) financingactivities                                               |  |                           | 14,488,528  |                          |  |   | 13,404,085  |    |  |   | 45,286,674   |    |  |   | 36,374,939  |    |
| Net change incash                                                                                |  |                           | (39,518     | )                        |  |   | (2,565,272  | )  |  |   | (137,273,173 | )  |  |   | 31,968,334  |    |
| Cash, at beginning ofperiod                                                                      |  |                           | 72,169      |                          |  |   | 121,670,301 |    |  |   | 137,305,824  |    |  |   | 87,136,695  |    |
| Cash, atend of period                                                                            |  | $                              | 32,651      |                          |  | $      | 119,105,029 |    |  | $      | 32,651       |    |  | $      | 119,105,029 |    |
|                                                                                                  |

6

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements September 30, 2005(Unaudited)

1.    General:

SmithBarney Potomac Futures Fund L.P. (the"Partnership") is a limited partnership whichwas organized on March 14, 1997 under the partnership laws of the Stateof New York to engage in the speculative trading of a diversifiedportfolio of commodity interests including futures contracts, optionsand forward contracts. The commodity interests that are traded by thePartnership are volatile and involve a high degree of market risk. 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 September30, 2005, the Partnership owned approximately 69.2% of theMaster. 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 September 30, 2005 andDecember 31, 2004 and the results of its operations and cash flows forthe three and nine months ended September 30, 2005 and 2004. Thesefinancial statements present the results of interim periods and do notinclude all disclosures normally provided in annual financialstatements. You should read these financial statements together withthe financial statements and notes included in the Partnership'sAnnual Report on Form 10-K filed with the Securities and ExchangeCommission for the year ended December 31, 2004.

Due to thenature of commodity trading, the results of operations for the interimperiods presented should not be considered indicative of the resultsthat may be expected for the entire year.

The Master'sStatement of Financial Condition and Condensed Schedule of Investmentsas of September  30, 2005 and Statement of Income and Expensesand Partners' Capital and Statement of Cash Flows for the threeand nine months ended September 30, 2005 are presented below:

7

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements September 30, 2005(Unaudited)

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

|                                                         |  |                  |             |        |  |  |
|---------------------------------------------------------|--|------------------|-------------|--------|--|--|
|                                                    |  | September30,2005 |
| Assets:                                                 |  |             |        |   |
| Equityin commodity futures tradingaccount:              |  |             |        |   |
| Cash (restricted$31,248,760)                            |  | $                | 294,540,787 |   |
| Netunrealized appreciation on open futurespositions     |  |             | 6,295,832   |   |
| Unrealizedappreciation on open forwardcontracts         |  |             | 26,174,745  |   |
|                                                    |  |             | 327,011,364 |   |
| Interestreceivable                                      |  |             | 630,990     |   |
|                                                    |  | $                | 327,642,354 |   |
| Liabilitiesand Partners'Capital:                        |  |             |        |   |
| Liabilities:                                            |  |             |        |   |
| Unrealizeddepreciation on open forwardcontracts         |  | $                | 19,619,607  |   |
| Accruedexpenses:                                        |  |             |        |   |
| Professionalfees                                        |  |             | 27,675      |   |
| Distributionpayable                                     |  |             | 630,990     |   |
|                                                    |  |             | 20,278,272  |   |
| Partners'Capital:                                       |  |             |        |   |
| Partners' Capital,281,865.7281 Units outstanding in2005 |  |             | 307,364,082 |   |
|                                                    |  | $                | 327,642,354 |   |
|                                                         |

8

----

SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements September 30, 2005(Unaudited)

CMF Campbell Master Fund L.P.Condensed Schedule of Investments September 30,2005(Unaudited)

|                                    |  |                                                     |  |           |             |         |  |  |  |  |
|------------------------------------|--|-----------------------------------------------------|--|-----------|-------------|---------|--|--|--|--|
| Sector                             |  | Contract                                            |  | FairValue |
| Currencies                         |  |                                                |  |      |        |    |
|                               |  | Unrealizeddepreciation on forward contracts(6.38)%  |  | $         | (19,616,832 | )  |
|                               |  | Unrealizedappreciation on forward contracts8.37%    |  |      | 25,722,314  |    |
| TotalCurrencies1.99%               |  |                                                |  |      | 6,105,482   |    |
|                               |  |                                                |  |      |        |    |
| Energy                             |  |                                                |  |      |        |    |
|                               |  | Futurescontracts sold(0.13)%                        |  |      | (401,066    | )  |
|                               |  | Futurescontracts purchased(0.04)%                   |  |      | (108,800    | )  |
| TotalEnergy(0.17)%                 |  |                                                |  |      | (509,866    | )  |
|                               |  |                                                |  |      |        |    |
| TotalInterest Rates Non - U.S.     |  |                                                |  |      |        |    |
|                               |  | Futures contractssold 0.36%                         |  |      | 1,121,590   |    |
|                               |  | Futurescontracts purchased(0.14)%                   |  |      | (444,229    | )  |
| TotalInterest Rates Non- U.S.0.22% |  |                                                |  |      | 677,361     |    |
|                               |  |                                                |  |      |        |    |
| TotalInterest Rates U.S. 0.75%     |  | Futures contracts purchased0.75%                    |  |      | 2,297,037   |    |
|                               |  |                                                |  |      |        |    |
| Metals                             |  |                                                |  |      |        |    |
|                               |  | Unrealizeddepreciation on forward contracts(0.00)%* |  |      | (2,775      | )  |
|                               |  | Unrealizedappreciation on forward contracts0.15%    |  |      | 452,431     |    |
| TotalMetals0.15%                   |  |                                                |  |      | 449,656     |    |
|                               |  |                                                |  |      |        |    |
| TotalIndices 1.24%                 |  | Futures contracts purchased1.24%                    |  |      | 3,831,300   |    |
|                               |  |                                                |  |      |        |    |
| TotalFair Value4.18%               |  |                                                |  | $         | 12,850,970  |    |
|                                    |

|                    |  |                         |            |                              |  |        |        |         |  |  |
|--------------------|--|-------------------------|------------|------------------------------|--|--------|--------|---------|--|--|
| CountryComposition |  | Investmentsat FairValue |            | % of Investmentsat FairValue |
| Australia          |  | $                       | 279,771    |                         |  |   | 2.18   | %  |
| Canada             |  |                    | 38,816     |                         |  |   | 0.30   |    |
| Germany            |  |                    | 502,196    |                         |  |   | 3.91   |    |
| HongKong           |  |                    | 150,033    |                         |  |   | 1.17   |    |
| Japan              |  |                    | 2,742,564  |                         |  |   | 21.34  |    |
| Spain              |  |                    | 348,262    |                         |  |   | 2.71   |    |
| UnitedKingdom      |  |                    | 460,489    |                         |  |   | 3.58   |    |
| UnitedStates       |  |                    | 8,328,839  |                         |  |   | 64.81  |    |
|               |  | $                       | 12,850,970 |                         |  |   | 100.00 | %  |
|                    |

Percentagesare based on Masters' capital unless otherwiseindicated

* Due to rounding

9

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements September 30, 2005(Unaudited)

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

|                                                                              |  |                                 |             |                               |  |        |             |         |  |  |
|------------------------------------------------------------------------------|--|---------------------------------|-------------|-------------------------------|--|--------|-------------|---------|--|--|
|                                                                         |  | ThreeMonths Ended September 30, |             | Nine Months EndedSeptember30, |
|                                                                         |  | 2005                            |             | 2005                          |
| Income:                                                                      |  |                            |        |                          |  |   |        |    |
| Netgains (losses) on trading of commodityinterests:                          |  |                            |        |                          |  |   |        |    |
| Realized gainson closed positions and foreigncurrencies                      |  | $                               | 5,311,076   |                          |  | $      | 15,639,594  |    |
| Changein unrealized gains (losses) on openpositions                          |  |                            | (6,402,778  | )                        |  |   | 9,984,111   |    |
|                                                                         |  |                            | (1,091,702  | )                        |  |   | 25,623,705  |    |
| Interestincome                                                               |  |                            | 1,876,868   |                          |  |   | 4,624,236   |    |
|                                                                         |  |                            | 785,166     |                          |  |   | 30,247,941  |    |
| Expenses:                                                                    |  |                            |        |                          |  |   |        |    |
| Commissionsincluding clearing fees of $55,456 and $140,919,respectively      |  |                            | 115,196     |                          |  |   | 352,345     |    |
| Otherexpenses                                                                |  |                            | 13,801      |                          |  |   | 40,651      |    |
|                                                                         |  |                            | 128,997     |                          |  |   | 392,996     |    |
| Netincome                                                                    |  |                            | 656,169     |                          |  |   | 29,854,945  |    |
| Additions— LimitedPartners                                             |  |                            | 26,262,000  |                          |  |   | 333,375,300 |    |
| Redemptions— LimitedPartners                                           |  |                            | (18,325,803 | )                        |  |   | (51,241,927 | )  |
| Distributionof interest to FeederFunds                                       |  |                            | (1,876,868  | )                        |  |   | (4,624,236  | )  |
| Netincrease in Partners'capital                                              |  |                            | 6,715,498   |                          |  |   | 307,364,082 |    |
| Partners'capital, beginning ofperiod                                         |  |                            | 300,648,584 |                          |  |   | —     |    |
| Partners'capital, end ofperiod                                               |  | $                               | 307,364,082 |                          |  | $      | 307,364,082 |    |
| Netasset value per Unit (281,865.7281 Units outstanding in September30,2005) |  | $                               | 1,090.46    |                          |  | $      | 1,090.46    |    |
| Netgain per Unit of Partners'Interest                                        |  | $                               | 1.63        |                          |  | $      | 106.96      |    |
|                                                                              |

10

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements September 30, 2005(Unaudited)

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

|                                                                                          |  |                                |             |                               |  |        |             |         |  |  |
|------------------------------------------------------------------------------------------|--|--------------------------------|-------------|-------------------------------|--|--------|-------------|---------|--|--|
|                                                                                     |  | ThreeMonths EndedSeptember 30, |             | Nine Months EndedSeptember30, |
|                                                                                     |  | 2005                           |             | 2005                          |
| Cashflows from operatingactivities:                                                      |  |                           |        |                          |  |   |        |    |
| Netincome                                                                                |  | $                              | 656,169     |                          |  | $      | 29,854,945  |    |
| Adjustmentsto reconcile net income to net cash provided by (used in)operatingactivities: |  |                           |        |                          |  |   |        |    |
| Changesin operating assets andliabilities:                                               |  |                           |        |                          |  |   |        |    |
| (Increase)decrease in restrictedcash                                                     |  |                           | 4,360,575   |                          |  |   | (31,248,760 | )  |
| (Increase)decrease in net unrealized appreciation/depreciation on open futurespositions  |  |                           | 2,714,432   |                          |  |   | (1,925,354  | )  |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                   |  |                           | (11,541,057 | )                        |  |   | (9,929,970  | )  |
| (Increase)decrease in interestreceivable                                                 |  |                           | (115,068    | )                        |  |   | (630,990    | )  |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                   |  |                           | 15,229,403  |                          |  |   | 1,871,213   |    |
| Accruedexpenses:                                                                         |  |                           |        |                          |  |   |        |    |
| Increase(decrease) in professionalfees                                                   |  |                           | 825         |                          |  |   | 27,675      |    |
| Netcash provided by (used in) operatingactivities                                        |  |                           | 11,305,279  |                          |  |   | (11,981,241 | )  |
| Cashflows from financingactivities:                                                      |  |                           |        |                          |  |   |        |    |
| Proceeds fromadditions                                                                   |  |                           | 26,262,000  |                          |  |   | 330,508,441 |    |
| Paymentsforredemptions                                                                   |  |                           | (18,325,803 | )                        |  |   | (51,241,927 | )  |
| Distributionof interest to feederfunds                                                   |  |                           | (1,761,800  | )                        |  |   | (3,993,246  | )  |
| Netcash provided by (used in) financingactivities                                        |  |                           | 6,174,397   |                          |  |   | 275,273,268 |    |
| Netchange incash                                                                         |  |                           | 17,479,676  |                          |  |   | 263,292,027 |    |
| Unrestrictedcash, at beginning ofperiod                                                  |  |                           | 245,812,351 |                          |  |   | —     |    |
| Unrestrictedcash, at end ofperiod                                                        |  | $                              | 263,292,027 |                          |  | $      | 263,292,027 |    |
| Noncash financing activities:Contribution of open commodity futuresand forwardspositions |  | $                              | —     |                          |  | $      | 2,866,859   |    |
|                                                                                          |

11

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements September 30, 2005(Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of LimitedPartnership Interest for the three and nine months ended September 30,2005 and 2004 were asfollows:

|                                                  |  |                                |          |                              |  |        |          |         |  |        |          |         |  |        |          |         |  |  |
|--------------------------------------------------|--|--------------------------------|----------|------------------------------|--|--------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                                             |  | ThreeMonths EndedSeptember 30, |          | Nine MonthsEndedSeptember30, |
|                                             |  | 2005                           |          | 2004                         |  | 2005   |          | 2004    |
| Net Realized and Unrealized gains(losses)*       |  | $                              | (37.65   | )                       |  | $      | (62.83   | )  |  | $      | 65.55    |    |  | $      | 13.39    |    |
| Interest Income                                  |  |                           | 11.05    |                         |  |   | 4.31     |    |  |   | 27.28    |    |  |   | 10.69    |    |
| Expenses**                                       |  |                           | (9.18    | )                       |  |   | (8.22    | )  |  |   | (26.44   | )  |  |   | (85.96   | )  |
| Increase (decrease) for the period               |  |                           | (35.78   | )                       |  |   | (66.74   | )  |  |   | 66.39    |    |  |   | (61.88   | )  |
| NetAsset per Redeemable Unit, beginning ofperiod |  |                           | 1,801.96 |                         |  |   | 1,639.50 |    |  |   | 1,699.79 |    |  |   | 1,634.64 |    |
| Net Asset per Redeemable Unit, end ofperiod      |  | $                              | 1,766.18 |                         |  | $      | 1,572.76 |    |  | $      | 1,766.18 |    |  | $      | 1,572.76 |    |
|                                                  |

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

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

|                                             |  |                                |         |                               |  |        |         |          |  |        |         |          |  |        |        |          |  |  |
|---------------------------------------------|--|--------------------------------|---------|-------------------------------|--|--------|---------|----------|--|--------|---------|----------|--|--------|--------|----------|--|--|
|                                        |  | ThreeMonths EndedSeptember 30, |         | Nine MonthsEndedSeptember 30, |
|                                        |  | 2005                           |         | 2004                          |  | 2005   |         | 2004     |
| Ratioto average netassets:***               |  |                           |    |                          |  |   |    |     |  |   |    |     |  |   |   |     |
| Net investmentloss before incentivefees**** |  |                           | (6.5    | )%                       |  |   | (7.9    | )%  |  |   | (6.9    | )%  |  |   | (8.2   | )%  |
| Operatingexpenses                           |  |                           | 9.1     | %                        |  |   | 9.0     | %   |  |   | 9.2     | %   |  |   | 9.1    | %   |
| Incentivefees                               |  |                           | — |                          |  |   | — |     |  |   | — |     |  |   | 3.3    | %   |
| Totalexpenses                               |  |                           | 9.1     | %                        |  |   | 9.0     | %   |  |   | 9.2     | %   |  |   | 12.4   | %   |
| Totalreturn:                                |  |                           |    |                          |  |   |    |     |  |   |    |     |  |   |   |     |
| Total return beforeincentivefees            |  |                           | (2.0    | )%                       |  |   | (4.1)   | %   |  |   | 3.9     | %   |  |   | (0.9   | )%  |
| Incentivefees                               |  |                           | — |                          |  |   | — |     |  |   | — |     |  |   | (2.9   | )%  |
| Totalreturn after incentivefees             |  |                           | (2.0    | )%                       |  |   | (4.1)   | %   |  |   | 3.9     | %   |  |   | (3.8   | )%  |
|                                             |

|     |                                       |
|-----|---------------------------------------|
| *** | 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 September 30, 2005(Unaudited)

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

Financial Highlights oftheMaster:

|                                             |  |                                |          |                               |  |        |          |         |  |  |
|---------------------------------------------|--|--------------------------------|----------|-------------------------------|--|--------|----------|---------|--|--|
|                                        |  | ThreeMonths EndedSeptember 30, |          | Nine Months EndedSeptember30, |
|                                        |  | 2005                           |          | 2005                          |
| Netrealized and unrealized gains(losses)*   |  | $                              | (5.09    | )                        |  | $      | 90.60    |    |
| InterestIncome                              |  |                           | 6.77     |                          |  |   | 16.50    |    |
| Expenses**                                  |  |                           | (0.05    | )                        |  |   | (0.14    | )  |
| Increasefor theperiod                       |  |                           | 1.63     |                          |  |   | 106.96   |    |
| Distributions                               |  |                           | (6.77    | )                        |  |   | (16.50   | )  |
| NetAsset Value per Unit, beginning ofperiod |  |                           | 1,095.60 |                          |  |   | 1,000.00 |    |
| NetAsset Value per Unit, end ofperiod       |  | $                              | 1,090.46 |                          |  | $      | 1,090.46 |    |
| *  Includesbrokeragecommissions   |
| **  Excludesbrokeragecommissions  |
| Ratiosto average net assets:***             |  |                           |     |                          |  |   |     |    |
| Net investmentincome****                    |  |                           | 2.3      | %                        |  |   | 1.9      | %  |
| Operatingexpense                            |  |                           | 0.2      | %                        |  |   | 0.2      | %  |
| Totalreturn                                 |  |                           | (0.1     | )%                       |  |   | 10.7     | %  |
|                                             |

|     |            |
|-----|------------|
| *** | 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 nine and twelve months endedSeptember 30, 2005 and December 31, 2004, based on a monthlycalculation, were $8,255,384 and $3,194,280, respectively. The fairvalues of these commodity interests, including options thereon, ifapplicable, at September 30, 2005 and December 31, 2004, were$12,850,970 and $1,582,992, respectively. Fair values for exchangetraded commodity futures and options are based on quoted market pricesfor those futures and options. Fair values for all other financialinstruments for which market quotations are not readily available arebased on calculations approved by the General Partner.

13

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SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements September 30, 2005(Unaudited)

4.    Financial Instrument Risks:

In the normal course of its business, the Partnership eitherdirectly or through its investment in the Master, is party to financialinstruments with off-balance sheet risk, including derivative financialinstruments and derivative commodity instruments. These financialinstruments may include forwards, futures and options, whose values arebased upon an underlying asset, index, or reference rate, and generallyrepresent future commitments to exchange currencies or cash flows, topurchase or sell other financial instruments at specific terms atspecified future dates, or, in the case of derivative commodityinstruments, to have a reasonable possibility to be settled in cash,through physical delivery or with another financial instrument. Theseinstruments may be traded on an exchange or over-the-counter("OTC"). Exchange-traded instruments arestandardized and include futures and certain option contracts. OTCcontracts are negotiated between contracting parties and includeforwards and certain options.

Each of these instruments issubject to various risks similar to those related to the underlyingfinancial instruments including market and credit risk. In general, therisks associated with OTC contracts are greater than those associatedwith exchange-traded instruments because of the greater risk of defaultby the counterparty to an OTC contract.

Market risk is thepotential for changes in the value of the financial instruments tradedby the Partnership/Master due to market changes, including interest andforeign exchange rate movements and fluctuations in commodity orsecurity prices. Market risk is directly impacted by the volatility andliquidity in the markets in which the related underlying assets aretraded.

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

The General Partnermonitors and controls the Partnership's/Master's riskexposure on a daily basis through financial, credit and risk managementmonitoring systems, and accordingly believes that it has effectiveprocedures for evaluating and limiting the credit and market risks towhich the Partnership/Master is subject. These monitoring systems allowthe General Partner to statistically analyze actual trading resultswith risk-adjusted performance indicators and correlation statistics.In addition, on-line monitoring systems provide account analysis offutures, forward and option positions by sector, margin requirements,gain and loss transactions and collateral positions.

Themajority of these instruments mature within one year of September 30,2005. However, due to the nature of thePartnership's/Master's business, these instruments may notbe held to maturity.

14

----

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 third 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 nine months ended September 30, 2005,Partnership capital increased 27.9% from $154,682,645 to$197,896,165. This increase was attributable to a net gain fromoperations of $8,118,814 coupled with the additional sales of40,326.7168 Redeemable units of Limited Partnership Interest totaling$68,522,000, which was partially offset by the redemption of19,280.2399 Redeemable Units of Limited Partnership Interest totaling$33,427,294. Future redemptions can impact the amount of fundsavailable for investment in commodity contract positions in subsequentperiods.

The Master's capital consists of thecapital contributions of the partners as increased or decreased byrealized and/or unrealized gains or losses on commodity futurestrading, expenses, interest income, redemptions of Units anddistributions of profits, if any.

For the nine months endedSeptember 30, 2005, Master's capital increased 8.2% from$283,959,300 to $307,364,082. This increase was attributable to a netgain from operations of $29,854,945 coupled with the additional salesof 331,976.6685 units totaling $333,375,300, which was partially offsetby the redemption of 50,110.9402 units totaling $51,241,927 anddistribution of interest totaling $4,624,236 to the limited partners ofthe Master. Future redemptions can impact the amount of funds availablefor investments in commodity contract positions in subsequentperiods.

Critical Accounting Policies

The preparation of financial statements in conformity withaccounting principles generally accepted in the United States ofAmerica requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities, disclosures ofcontingent assets and liabilities at the date of the financialstatements and reported amounts of revenues and expenses during thereporting period. Actual results could differ from these estimates.

All commodity interests (including derivative financialinstruments and derivative commodity instruments) are used for tradingpurposes. The commodity interests are recorded on trade date and opencontracts are recorded in the statements of financial condition at fairvalue on the last business day of the period, which represents marketvalue for those commodity interests for which market quotations arereadily available or other measures of fair value deemed appropriate bymanagement of the General Partner for those commodity interests andforeign currencies for which market quotations are not readilyavailable. Investments in commodity interests denominated in foreigncurrencies are translated into U.S. dollars at the exchange ratesprevailing on the last business day of the period. Realized gains(losses) and changes in unrealized values on open positions arerecognized in the period in which the contract is closed or the changesoccur and are included in net gains (losses) on trading of commodityinterests.

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

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

15

----

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

Results ofOperations

During the Partnership's thirdquarter of 2005 the net asset value per Redeemable unit decreased2.0% from $1,801.96 to $1,766.18 as compared to a decrease of4.1% in the third quarter of 2004. The Partnership experienced anet trading loss before brokerage commissions and related fees in thethird quarter of 2005 of $639,291. Losses were primarily attributableto the trading of commodity futures in currencies and U.S. and non-U.S.interest rates and were partially offset by gains in energy, metals andindices. The Partnership experienced a net trading loss beforebrokerage commissions and related fees in the third quarter of 2004 of$2,996,026. Losses were primarily attributable to the trading ofcommodity futures in currencies, energy, indices and metals and werepartially offset by gains in U.S. and non-U.S. interest rates.

Third Quarter results reflect strong trends and profitable tradingin the energy and stock index markets which were offset by losses ininterest rates and currencies. Periodic trading opportunities inmetals, grains and softs generated small gains for the partnership. Theoverall net result was slightly positive for the quarter.

Thequarter started with reversing trends in U.S. and European fixed incomeinstruments as yields began to rise, prompted by U.S. central bank rateincreases. This volatility continued through the remainder of thequarter and led to the greatest sector loss for the partnership. Themost profitable trends for the quarter, however, were in the energymarkets as crude oil and natural gas prices rose to historic levels.Substantial profits were made in trading these markets which saw recenttrends exacerbated by the impact of the two Gulf Coast hurricanes.

Prospects of improving economic conditions in Japan led to strongprofits in Nikkei stock index trading and combined with solid secondquarter corporate profits led to profits in U.S. stock index trading aswell. Offsetting profitable stock index trading were losses in foreigncurrency trading. The most notable event in this markets was theChinese government decision to unpeg the yuan from the U.S. dollar andits consequent upward revaluation. This led to near continuousadjustments in the relation of the major currencies throughout thequarter and range-bound trading in the U.S. dollar. While othercommodity markets produced lackluster price trends, precious metals,particularly gold rose to over $400 an ounce, its highest level in 15years and produced additional profits for the partnership'sadvisors.

During the Partnership's nine months endedSeptember 30, 2005 the net asset value per Redeemable unit increased3.9% from $1,699.79 to $1,766.18 as compared to a decrease of3.8% for the nine months ended September 30, 2004. ThePartnership experienced a net trading gain before brokerage commissionsand related fees during the nine months ended September 30, 2005 of$17,381,589. Gains were primarily attributable to the trading ofcommodity futures in currencies, energy, non-U.S. interest rates,metals and indices and were partially offset by losses in U.S. interestrates. The Partnership experienced a net trading gain before brokeragecommissions and related fees for the nine months ended September 30,2004 of $4,578,894. Gains were primarily attributable to the trading ofcommodity futures in energy and U.S. and non-U.S. interest rates andwere partially offset by losses in currencies, metals and indices.

Commodity futures markets are highly volatile. Thepotential for broad and rapid price fluctuations increases the risksinvolved in commodity trading, but also increases the possibility ofprofit. The profitability of the Partnership (and the Master) dependson the existence of major price trends and the ability of the Advisorto correctly identify those price trends. Price trends are influencedby, among other things, changing supply and demand relationships,weather, governmental, agricultural, commercial and trade programs andpolicies, national and international political and economic events andchanges in interest rates. To the extent that market trends exist andthe Advisor is able to identify them, the Partnership (and the Master)expects to increase capital through operations.

Interest income on 80% of the Partnership'sdaily average equity allocated to it by the Master was earned at a30-day U.S. Treasury bill rate determined weekly by CGM based on theaverage 

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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 and nine months ended September30, 2005 increased by $920,396 and $2,214,263, respectively as comparedto the unallocated amount earned directly for the corresponding periodsin 2004. The increase in interest income is primarily due to higher netassets and higher interest rates during the three and nine months endedSeptember 30, 2005 as compared to the corresponding periods in2004.

Brokerage commissions are calculated on thePartnership's adjusted net asset value on the last day of eachmonth and are affected by trading performance, additions andredemptions. Accordingly, they must be analyzed in relation to thefluctuations in the monthly net asset values. Commissions and fees forthe three and nine months ended September 30, 2005 increased by$1,146,262 and $2,772,791, respectively as compared to thecorresponding periods in 2004. The increase in brokerage commissionsand fees is due to higher net assets during the three and nine monthsended September 30, 2005 as compared to the corresponding periods in2004.

Management fees are calculated as a percentage ofthe Partnership's net asset value as of the end of each month andare affected by trading performance, additions and redemptions.Management fees for the three and nine months ended September 30, 2005increased by $363,817 and $899,977, respectively as compared to thecorresponding periods in 2004. The increase in management fees is dueto higher net assets during the three and nine months ended September30, 2005 as compared to the corresponding periods in 2004.

Incentive fees are based on the new trading profitsgenerated by the Advisor at the end of the quarter as defined in theadvisory agreements between the Partnership, the General Partner andthe Advisor. There were no incentive fees earned for the three and ninemonths ended September 30, 2005 as well as the three months endedSeptember 30, 2004. Trading performance for the nine months endedSeptember  30, 2004 resulted in incentive fees of$3,973,895.

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Item. 3    Quantitative and QualitativeDisclosures about Market Risk

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

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

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

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

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

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The following table indicates the tradingValue at Risk associated with the Master's open positions bymarket category as of September 30, 2005 and the highest, lowest andaverage values during the three months ended September 30, 2005. Allopen position trading risk exposures of the Master have been includedin calculating the figures set forth below. As of September 30, 2005,the Master's total capitalization was $307,364,082.

September 30, 2005(Unaudited)

|                        |  |              |            |                          |  |                                      |        |                 |  |                      |            |        |  |        |            |        |  |        |            |        |  |  |
|------------------------|--|--------------|------------|--------------------------|--|--------------------------------------|--------|-----------------|--|----------------------|------------|--------|--|--------|------------|--------|--|--------|------------|--------|--|--|
|                   |  |         |            |                     |  | ThreeMonths ended September 30, 2005 |
| Market Sector          |  | Value atRisk |            | % of TotalCapitalization |  | HighValue at Risk                    |        | LowValue atRisk |  | AverageValue atRisk* |
| Currencies:            |  |         |       |                     |  |                                 |   |            |  |                 |       |   |  |   |       |   |  |   |       |   |
| —OTC             |  | $            | 12,036,735 |                     |  |                                 | 3.92   | %          |  | $                    | 15,471,864 |   |  | $      | 12,036,735 |   |  | $      | 13,025,376 |   |
| Energy                 |  |         | 1,366,675  |                     |  |                                 | 0.44   | %          |  |                 | 4,369,900  |   |  |   | 1,220,252  |   |  |   | 2,510,348  |   |
| Interest RatesU.S.     |  |         | 2,851,200  |                     |  |                                 | 0.93   | %          |  |                 | 4,653,750  |   |  |   | 60,349     |   |  |   | 3,362,157  |   |
| Interest RatesNon-U.S. |  |         | 1,971,466  |                     |  |                                 | 0.64   | %          |  |                 | 6,700,981  |   |  |   | 1,451,310  |   |  |   | 2,528,053  |   |
| Metals                 |  |         |       |                     |  |                                 |   |            |  |                 |       |   |  |   |       |   |  |   |       |   |
| —OTC             |  |         | 333,800    |                     |  |                                 | 0.11   | %          |  |                 | 663,775    |   |  |   | 271,900    |   |  |   | 350,667    |   |
| Indices                |  |         | 10,041,158 |                     |  |                                 | 3.27   | %          |  |                 | 13,303,963 |   |  |   | 7,756,953  |   |  |   | 10,415,897 |   |
| Total                  |  | $            | 28,601,034 |                     |  |                                 | 9.31   | %          |  |                 |       |   |  |   |       |   |  |   |       |   |
|                        |

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

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Item 4.    Controls and Procedures

The General Partner of the Partnership, with the participation ofthe General Partner's Chief Executive Officer and the ChiefFinancial Officer, has evaluated the effectiveness of the design andoperation of its disclosure controls and procedures (as defined inRules 13a-15(e) and 15d-15(e) of the Exchange Act) with respect to thePartnership as of the end of the period covered by the report, andbased on this evaluation, has concluded that these disclosure controlsand procedures are effective. Additionally, there were no significantchanges in the Partnership's internal controls or in otherfactors that could significantly affect these controls during theregistrant's last fiscal quarter, including any correctiveactions with regard to significant deficiencies and materialweaknesses.

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PART II. OTHERINFORMATION

Item 1.    Legal Proceedings

Thefollowing information supplements and amends our discussion set forthunder Item, 3 "Legal Proceedings" in thePartnership's Annual Report on Form 10-K for the year endedDecember 31,2004 and under Part II, Item 1, "LegalProceedings" in the Partnership's Quarterly Reportson Form 10-Q for the quarters ended March 31, 2005 and June 30,2005.

Enron Corp.

On August 4, 2005, a breach ofcontract action was filed in the United States District Court for theSouthern District of New York, WESTPAC BANKING CORPORATION v. CITIBANK,N.A. The complaint alleges that Citibank breached a representation andwarranty in a Credit Default Swap agreement entered into in December2000 concerning Enron.

On August 26, 2005, a group of 15plaintiffs filed an action in the United States District Court for theSouthern District of Texas, AVENUE CAPITAL MANAGEMENT II, L.P., ET AL.v. J.P. MORGAN-CHASE & CO., ET AL. The complaint names asdefendants Citigroup Inc., Citibank, N.A., Citigroup Global MarketsInc., and several J.P. Morgan entities and alleges fraud, breach offiduciary duty and breach of contract arising out of Enron bank debtincurred under two syndicated revolving credit facilities and asyndicated letter of credit facility.

WorldCom, Inc.

In STURM, ET AL. v. CITIGROUP, ET AL., an NASD arbitration seekingvery significant compensatory and punitive damages, Claimants'common law claims, including fraud, arising out of alleged researchanalyst conflicts of interest related to SSB research coverage ofWorldCom, were heard this quarter.

Citigroup, along with otherfinancial institution defendants, entered into a settlement in NEW YORKCITY EMPLOYEES' RETIREMENT SYSTEM v. EBBERS, ET AL., resolvingall claims against the Citigroup-related defendants in thisWorldCom-related action, which was brought by a plaintiff that optedout of the settlement of the WorldCom class action. The settlementamount is covered by existing litigation reserves.

Citigroupalong with other financial institutions and other defendants, enteredinto a settlement resolving all claims against the Citigroup-relateddefendants in 32 individual actions filed by a single law firm onbehalf of 70 institutional plaintiffs that have opted out of theWorldCom class action settlement. Plaintiffs in these actions assertedvarious claims under federal and state law, including, among otherthings, federal and state securities claims, fraud, negligentmisrepresentation and breach of fiduciary duty, in connection with theCitigroup-related defendants' research coverage, and underwritingof WorldCom securities. The settlement amount is covered by existinglitigation reserves.

Global Crossing

On September12, 2005, Citigroup entered into a settlement with the Global CrossingEstate Representative, resolving all claims pending in United StatesBankruptcy Court for the Southern District of New York against theCitigroup-related defendants. The settlement amount is covered byexisting litigation reserves.

Research

OnSeptember 27, 2005, Citigroup entered into a memorandum of agreementsettling all claims against the Citigroup-related defendants in IN RESALOMON ANALYST AT&T LITIGATION, a putative class action allegingresearch analyst conflicts of interest. The settlement amount iscovered by existing litigation reserves. The settlement is subject tojudicial approval.

On September 22, 2005, Citigroup reached anagreement-in-principle to settle all claims against theCitigroup-related defendants in NORMAN v. SALOMON SMITH BARNEY, ET AL.,a putative class action asserting violations of the Investment AdvisersAct of 1940 and various common law claims in connection with certaininvestors who maintained guided portfolio management accounts at SmithBarney. The settlement amount is covered by existing litigationreserves. The settlement is subject to judicial approval.

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On August 17, 2005, in DISHER v. CITIGROUPGLOBAL MARKETS INC., the United States Court of Appeals for the SeventhCircuit reversed the district court's grant of plaintiffs'motion to remand the case to state court, and directed the districtcourt to dismiss the case as preempted under the Securities LitigationUniform Standards Act ("SLUSA"). The UnitedStates Supreme Court has granted review in another case involving SLUSAthat may affect the Seventh Circuit's dismissal of the Dishermatter.

Adelphia

In May and July of 2005, theUnited States District Court for the Southern District of New Yorkgranted motions to dismiss several claims, based on the running ofapplicable statute of limitations, asserted in the putative class andindividual actions being coordinated under IN RE ADELPHIACOMMUNICATIONS CORPORATION SECURITIES AND DERIVATIVE LITIGATION. Withthe exception of one individual action that was dismissed withprejudice, the court granted the putative class and individualplaintiffs leave to re-plead certain of those claims the court found tobe time-barred. Additional motions to dismiss the class complaint andthe remaining individual complaints on other grounds remainpending.

IPO Securities Litigation

On June 30,2005, the United States Court of Appeals for the Second Circuit enteredan order in IN RE INITIAL PUBLIC OFFERING SECURITIES LITIGATIONagreeing to review the district court's order grantingplaintiffs' motion for class certification.

IPOAntitrust Litigation

On September 28, 2005 the United StatesCourt of Appeals for the Second Circuit in IN RE INITIAL PUBLICOFFERING ANTITRUST LITIGATION vacated the district court's orderdismissing these actions and remanded for furtherproceedings.

Item 2.    Unregistered Sales of EquitySecurities and Use of Proceeds

For the three months endedSeptember 30, 2005, there were additional sales of 14,942.3262Redeemable Units of Limited Partnership totaling $26,262,000. TheRedeemable Units were issued in reliance upon applicable exemptionsfrom registration under Section 4(2) of the Securities Act of 1933, asamended, and Section 506 of Regulation D promulgated thereunder.

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

The following chart sets forththe purchases 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 |
| July 1, 2005 -July31,2005           |  |                                          | 2,787.3106  |                                      |  | $                                                                                         | 1,810.74 |                                                                                                               |  |   | N/A |   |  |   | N/A |   |
| August1, 2005 -August 31,2005       |  |                                          | 3,274.4304  |                                      |  | $                                                                                         | 1,717.13 |                                                                                                               |  |   | N/A |   |  |   | N/A |   |
| September1, 2005 -September 30,2005 |  |                                          | 7,450.8000  |                                      |  | $                                                                                         | 1,766.18 |                                                                                                               |  |   | N/A |   |  |   | N/A |   |
| Total                               |  |                                          | 13,512.5410 |                                      |  | $                                                                                         | 1,764.68 |                                                                                                               |  |   | N/A |   |  |   | N/A |   |
|                                     |

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

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

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Item 3.    Defaults Upon SeniorSecurities – None

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

Item 5.    Other Information – None

Item 6.    Exhibits

The exhibits required to befiled by Item 601 of Regulation S-1 are incorporated herein byreference to the exhibit index of the Annual Report on Form 10-K forthe period ended December 31, 2004.

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

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

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

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

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SIGNATURES

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

|                                       |  |                                                                                                                                          |  |  |  |  |
|---------------------------------------|--|------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| SMITHBARNEY POTOMAC FUTURES FUND L.P. |
| By:                                   |  | Citigroup ManagedFutures LLC (General Partner)                                                                                           |
| By:                                   |  | /s/ David J.Vogel David J. Vogel, President and Director                                                                                 |
| Date:  November 9,2005           |
| By:                                   |  | /s/Daniel R. McAuliffe, Jr.         Daniel R. McAuliffe,Jr. Chief Financial Officer and Director |
| Date:  November 9,2005           |
|                                       |

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