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

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period endedMarch 31, 2008

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

For the transition period fromto

Commission File Number000-26132

SMITH BARNEY DIVERSIFIED FUTURES FUND L.P.

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(Exact name of registrant as specified in its charter)

New York


13-3729162(State or other jurisdiction of
incorporation or organization)


(I.R.S. Employer
Identification No.)


c/o Citigroup Managed Futures LLC
731 Lexington Ave - 25th Fl
New York, New York 10022

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(Address of principal executive offices) (Zip Code)

(212) 599-2011

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(Registrant’s telephone number, including area code)

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

YesXNo

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

Large accelerated filerAccelerated filerNon-Accelerated filerXSmaller reporting Company

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

YesNoX

As of April 30, 2008, 25,675.7093 Limited Partnership Redeemable Units were outstanding.

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SMITH BARNEY DIVERSIFIED FUTURES FUND L.P.
FORM 10-Q
INDEX

Page
NumberPART I – Financial Information:Item 1.


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


3Schedules of Investments at March 31, 2008 (unaudited) and December 31, 2007


4 – 5Statements of Income and Expenses and Partners’ Capital for the three months ended March 31, 2008 and 2007 (unaudited)


6Statements of Cash Flows for the three months ended March 31, 2008 and 2007 (unaudited)


7Notes to Financial Statements (unaudited)


8 – 13Item 2.


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


14 – 16Item 3.


Quantitative and Qualitative Disclosures about Market Risk


17 – 19Item 4T.


Controls and Procedures


20PART II – Other Information


21 – 22


2

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PART I

Item 1. Financial Statements

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

March 31,
2008


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



$
49,773,819




$
47,978,230Cash




73,223





66,383Distribution receivable




46,151





95,184Total assets



$
49,893,193




$
48,139,797Liabilities and Partners’ Capital:Liabilities:Accrued expenses:Brokerage commissions



$
228,677




$
220,641Management fees




75,324





73,161Incentive fees




355,708





105,828Other




56,285





45,913Redemptions payable




548,808





296,617Total liabilities




1,264,802





742,160Partners’ Capital:General Partner, 311.4862 Unit equivalents outstanding in 2008 and 2007, respectively




575,817





542,575Limited Partners, 25,993.8512 and 26,899.0407 Redeemable Units of Limited Partnership Interest outstanding in 2008 and 2007, respectively




48,052,574





46,855,062Total partners’ capital




48,628,391





47,397,637Total liabilities and partners’ capital



$
49,893,193




$
48,139,797


See accompanying notes to financial statements.

3

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Smith Barney Diversified Futures Fund L.P.
Schedule of Investments
March 31, 2008
(Unaudited)

Fair Value


% of Partners’
CapitalInvestment in PartnershipsCMF Winton Master L.P.




$17,715,459





36.43
%CMF Campbell Master Fund L.P.




10,521,670





21.64CMF Willowbridge Argo Master Fund L.P.




9,851,900





20.26CMF Graham Capital Master Fund L.P.




11,684,790





24.03Total investment in Partnerships, at fair value




$49,773,819





102.36
%


See accompanying notes to financial statements.

4

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Smith Barney Diversified Futures Fund L.P.
Schedule of Investments
December 31, 2007

Fair Value


% of Partners’
CapitalInvestment in PartnershipsCMF Winton Master L.P.



$
15,945,975





33.64
%CMF Campbell Master Fund L.P.




11,181,427





23.59CMF Willowbridge Argo Master Fund L.P.




9,223,461





19.46CMF Graham Capital Master Fund L.P.




11,627,367





24.53Total investment in Partnerships, at fair value



$
47,978,230





101.22
%


See accompanying notes to financial statements.

5

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

Three Months Ended
March 31,2008


2007Income:Net gains (losses) on trading of commodity interests:Change in net unrealized gains (losses) on investment in Partnerships



$
4,164,277




$
(4,380,723
)Expenses:Brokerage commissions




686,327





696,893Management fees




226,477





234,033Incentive fees




355,708





—Other




23,875





23,310Total expenses




1,292,387





954,236Net income (loss)




2,871,890





(5,334,959
)Redemptions—General Partner




—





(1,441,407
)Redemptions—Limited Partners




(1,641,136
)




(1,444,160
)Net increase (decrease) in Partners’ Capital




1,230,754





(8,220,526
)Partners’ Capital, beginning of period




47,397,637





53,396,511Partners’ Capital, end of period



$
48,628,391




$
45,175,985Net Asset Value per Unit (26,305.3374 and 30,252.9184 Units outstanding at March 31, 2008 and 2007, respectively)



$
1,848.61




$
1,493.28Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent



$
106.72




$
(169.20
)


See accompanying notes to financial statements.

6

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

Three Months Ended
March 31,2008


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



$
2,871,890




$
(5,334,959
)Adjustments to reconcile net income (loss) to net cash provided by operating activities:Changes in operating assets and liabilities:Proceeds from sale of investment in Partnerships




2,417,721





2,714,695Net unrealized (appreciation) depreciation on investment in Partnerships




(4,213,310
)




4,380,723(Increase) decrease in distribution receivable




49,033





—Accrued expenses:Increase (decrease) in brokerage commissions




8,036





(32,485
)Increase (decrease) in management fees




2,163





(11,306
)Increase (decrease) in incentive fees




249,880





(26,786
)Increase (decrease) in other




10,372





13,637Net cash provided by operating activities




1,395,785





1,703,519Cash flows from financing activities:Payments for redemptions—Limited Partners




(1,388,945
)




(254,419
)Payments for redemptions—General Partner




—





(1,441,407
)Net cash used in financing activities




(1,388,945
)




(1,695,826
)Net change in cash




6,840





7,693Cash, at beginning of period




66,383





48,213Cash, at end of period



$
73,223




$
55,906Non-cash financing activities:Change in redemptions payable



$
252,191




$
—


See accompanying notes to financial statements.

7

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

1.    General:

Smith Barney Diversified Futures Fund L.P. (the ‘‘Partnership’’) is a limited partnership organized under the partnership laws of the State of New York on August 13, 1993 to engage, directly or indirectly, in the speculative trading of a diversified portfolio of commodity interests including futures contracts, options and forward contracts. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk. The Partnership commenced trading operations on January 12, 1994.

Citigroup Managed Futures LLC, a Delaware Limited Liability Company, acts as the general partner (the ‘‘General Partner’’) and commodity pool operator of the Partnership. The Partnership’s commodity broker is Citigroup Global Markets Inc. (‘‘CGM’’). CGM is an affiliate of the General Partner. The General Partner is wholly owned by Citigroup Global Markets Holdings Inc. (‘‘CGMHI’’), which is the sole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc. As of March 31, 2008, all trading decisions are made for the Partnership by Campbell & Company, Inc. (‘‘Campbell’’), Willowbridge Associates, Inc. (‘‘Willowbridge’’), Winton Capital Management Limited (‘‘Winton’’) and Graham Capital Management L.P. (‘‘Graham’’) (each an ‘‘Advisor’’ and collectively, the ‘‘Advisors’’). Effective April 1, 2008, Eckhardt Trading Company was added as an Advisor to the Partnership.

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

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

2.    Financial Highlights:

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

Three Months Ended
March 31,2008


2007Net realized and unrealized gains (losses)*



$
129.25




$
(161.16
)Expenses **




(22.53
)




(8.04
)Increase (decrease) for the period




106.72





(169.20
)Net Asset Value per Redeemable Unit, beginning of period




1,741.89





1,662.48Net Asset Value per Redeemable Unit, end of period



$
1,848.61




$
1,493.28


|* | Includes brokerage commissions.
|- | -------------------------------

|** | Excludes brokerage commissions.
|-- | -------------------------------

8

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

Financial Highlights (continued):

Three Months Ended
March 31,2008


2007Ratios to Average Net Assets:***Net investment loss before incentive fees****




(7.8
)%




(7.9
)%Operating expense




7.8
%




7.9
%Incentive fees




0.7





—Total expenses




8.5
%




7.9
%Total return:Total return before incentive fees




6.9
%




(10.2
)%Incentive fees




(0.8
)




—Total return after incentive fees




6.1
%




(10.2
)%


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

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

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

3.    Trading Activities:

The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The Partnership’s investments are in other partnerships which trade these instruments. The results of the Partnership’s trading activities (resulting from its investment in other partnerships) are shown in the Statements of Income and Expenses and Partners’ Capital and are discussed in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The customer agreement between the Partnership and CGM gives the Partnership the legal right to net unrealized gains and losses on open futures positions. Any commodity interests owned by the Partnership are held for trading purposes.

4. Fair Value Measurements:

Investments.The Partnership values its investment in the Funds at their respective net asset value per unit as calculated by each of the Funds.

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

9

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

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

3/31/2008


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


Significant Other
Observable Inputs
(Level 2)


Significant
Unobservable
Inputs (Level 3)AssetsInvestment in Partnerships



$
49,773,819




$
49,773,819





—





—Total fair value



$
49,773,819




$
49,773,819





—





—


5.    Investment in Partnerships:

On November 1, 2004, the assets allocated to Winton for trading were invested in CMF Winton Master L.P., a limited partnership organized under the partnership laws of the State of New York (‘‘Winton Master’’). The Partnership purchased 15,054.1946 Units of Winton Master with cash of $14,251,586, and a contribution of open commodity futures and forward positions with a fair value of $802,609. Winton Master was formed in order to permit commodity pools managed now or in the future by Winton using its Diversified Program, to invest together in one trading vehicle. The General Partner is also the general partner of the Winton Master. Individual and pooled accounts currently managed by Winton, including the Partnership, are permitted to be limited partners of Winton Master. The General Partner and Winton believe that trading through this structure should promote efficiency and economy in the trading process. Expenses to investors as a result of the investment in Winton Master are approximately the same and redemption rights are not affected.

On January 1, 2005, the assets allocated to Campbell for trading were invested in CMF Campbell Master Fund L.P. (‘‘Campbell Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 19,621.1422 Units of Campbell Master with cash of $19,428,630, and a contribution of open commodity futures and forward positions with a fair value of $192,512. Campbell Master was formed in order to permit commodity pools managed now or in the future by Campbell using its Financials Metals and Energy (‘‘FME’’) Portfolio, to invest together in one trading vehicle. The General Partner is also the general partner of Campbell Master. Individual and pooled accounts currently managed by Campbell, including the Partnership, are permitted to be limited partners of Campbell Master. The General Partner and Campbell believe that trading through this structure should promote efficiency and economy in the trading process. Expenses to investors as a result of the investment in Campbell Master are approximately the same and redemption rights are not affected.

On July 1, 2005, the assets allocated to Willowbridge for trading were invested in CMF Willowbridge Argo Master Fund L.P. (‘‘Willowbridge Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 12,259.3490 Units of Willowbridge Master with cash of $11,118,119, and a contribution of open commodity futures and forward positions with a fair value of $1,141,230. Willowbridge Master was formed in order to permit commodity pools managed now or in the future by Willowbridge using its Argo Trading Program to invest together in one trading vehicle. The General Partner is also the general partner of Willowbridge Master. Individual and pooled accounts currently managed by Willowbridge, including the Partnership, are permitted to be limited partners of Willowbridge Master. The General Partner and Willowbridge believe that trading through this structure

10

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

should promote efficiency and economy in the trading process. Expenses to investors as a result of the investment in Willowbridge Master are approximately the same and redemption rights are not affected.

On April 1, 2006, the assets allocated to Graham for trading were invested in CMF Graham Capital Master Fund L.P. (‘‘Graham Master’’), a limited partnership organized under the partnership laws of the State of New York. The partnership purchased 14,741.1555 Units of Graham Master with cash of $14,741,156. Graham Master was formed in order to permit accounts managed now and in the future by Graham using its Multi-Trend Program at 125% Leverage, to invest together in one trading vehicle. The General Partner is also the general partner of Graham Master. Individual and pooled accounts currently managed by Graham, including the Partnership, are permitted to be limited partners of Graham Master. The General Partner and Graham believe that trading through this structure promotes efficiency and economy in the trading process. Expenses to investors as a result of the investment in Graham Master are approximately the same and redemption rights are not affected.

Winton Master’s, Campbell Master’s, Willowbridge Master’s and Graham Master’s (the ‘‘Funds’’), trading of futures, forwards and options contracts, if applicable, on commodities is done primarily on United States of America commodity exchanges and foreign commodity exchanges. The Funds engage in such trading through commodity brokerage accounts maintained with CGM.

A limited partner may withdraw all or part of its capital contribution and undistributed profits, if any, from the Funds in multiples of the net asset value per unit of limited partnership interest as of the last day of a month after a request for redemption has been made to the General Partner at least 3 days in advance of month-end.

Management and incentive fees are charged at the Partnership level. All exchange, clearing, user, give-up, floor brokerage and National Futures Association fees are borne by the Funds. All other fees including CGM’s direct brokerage commission are charged at the Partnership level.

As of March 31, 2008 the Partnership owned 3.3%, 5.2%, 4.1% and 5.2%, of Winton Master, Campbell Master, Willowbridge Master and Graham Master, respectively. At December 31, 2007 the Partnership owned 3.5%, 5.1%, 4.3% and 5.5%, of Winton Master, Campbell Master, Willowbridge Master and Graham Master, respectively. It is Winton’s, Campbell’s, Willowbridge’s and Graham’s intention to continue to invest the assets allocated to each by the Partnership in Winton Master, Campbell Master, Willowbridge Master and Graham Master. The performance of the Partnership is directly affected by the performance of the Funds.

Summarized information reflecting the total assets, liabilities and capital for the Funds is shown in the following tables.

March 31, 2008Total Assets


Total Liabilities


Total CapitalWinton Master



$
543,136,264




$
5,244,283




$
537,891,981Campbell Master




212,471,772





9,365,428





203,106,344Willowbridge Master




241,200,168





281,577





240,918,591Graham Master




242,618,644





17,088,456





225,530,188Total



$
1,239,426,848




$
31,979,744




$
1,207,447,104


December 31, 2007Total Assets


Total Liabilities


Total CapitalWinton Master



$
464,943,301




$
7,898,167




$
457,045,134Campbell Master




226,825,488





10,129,288





216,696,200Willowbridge Master




213,552,209





497,187





213,055,022Graham Master




223,277,892





9,683,505





213,594,387Total



$
1,128,598,890




$
28,208,147




$
1,100,390,743


11

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

Summarized information reflecting the Partnership’s investment in, and the operations of the Funds is shown in the following tables. The Partnership’s share of the Funds’ net income (loss) is included in change in unrealized gains (losses) on open positions and investment in the Funds on the Partnership’s Statements of Income and Expenses and Partners’ Capital.

March 31, 2008


For the three months ended March 31, 2008Investment


% of
Partnership’s
Net Assets


Fair
Value


Income
(Loss)


Expenses


Net Income
(Loss)


Investment
Objective


Redemptions
PermittedCommissions


OtherWinton Master




36.43
%



$
17,715,459




$
2,166,909




$
6,243




$
264




$
2,160,402



Financials &
Metals
Portfolio


MonthlyCampbell Master




21.64
%




10,521,670





151,628





2,120





460





149,048



Commodity
Portfolio


MonthlyWillowbridge Master




20.26
%




9,851,900





812,866





4,733





349





807,784



Commodity
Portfolio


MonthlyGraham Master




24.03
%




11,684,790





1,062,863





15,376





444





1,047,043



Commodity
Portfolio


MonthlyTotal









$
49,773,819




$
4,194,266




$
28,472




$
1,517




$
4,164,277


December 31, 2007


For the three months ended March 31, 2007Investment


% of
Partnership’s
Net Assets


Fair
Value


Income
(Loss)


Expenses


Net Income
(Loss)


Investment
Objective


Redemptions
PermittedCommissions


OtherWinton Master




33.64
%



$
15,945,975




$
(841,304
)



$
13,586




$
525




$
(855,415
)


Financials &
Metals
Portfolio


MonthlyCampbell Master




23.59
%




11,181,427





(674,502
)




4,299





429





(679,230
)


Commodity
Portfolio


MonthlyWillowbridge Master




19.46
%




9,223,461





(1,935,327
)




9,466





579





(1,945,372
)


Commodity
Portfolio


MonthlyGraham Master




24.53
%




11,627,367





(889,315
)




10,780





611





(900,706
)


Commodity
Portfolio


MonthlyTotal









$
47,978,230




$
(4,340,448
)



$
38,131




$
2,144




$
(4,380,723
)


6.    Financial Instrument Risks:

In the normal course of its business, the Partnership through its investments in the Funds is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures and options, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, to purchase or sell other financial instruments on specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (‘‘OTC’’). Exchange-traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract.

Market risk is the potential for changes in the value of the financial instruments traded by the Funds due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets

12

---



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

in which the related underlying assets are traded. The Partnership is exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short.

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

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

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

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

13

---



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

Liquidity and Capital Resources

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

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

For the three months ended March 31, 2008, Partners’ Capital increased 2.6% from $47,397,637 to $48,628,391. This increase was attributable to a net income from operations of $2,871,890 which was slightly offset by the redemption of 905.1895 Redeemable Units of Limited Partnership Interest totaling $1,641,136. Future redemptions could impact the amount of funds available for investment in the Funds in subsequent periods.

Critical Accounting Policies

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

Investments.The Partnership values its investment in the Funds at their respective net asset value per unit as calculated by each of the Funds.

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

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

3/31/2008


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


Significant Other
Observable Inputs
(Level 2)


Significant
Unobservable
Inputs (Level 3)AssetsInvestment in Partnerships



$
49,773,819





49,773,819





—





—Total fair value



$
49,773,819





49,773,819





—





—


14

---



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

Options.The Partnership may purchase and write (sell) options. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Partnership writes an option, the premium received is recorded as a liability in the statements of financial condition and marked to market daily. When the Partnership purchases an option, the premium paid is recorded as an asset in the statements of financial condition and marked to market daily.

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

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

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

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

Results of Operations

During the Partnership’s first quarter of 2008 the Net Asset Value per Redeemable Unit increased 6.1% from $1,741.89 to $1,848.61 as compared to a decrease of 10.2% in the first quarter of 2007. The Partnership experienced an unrealized gain through its investments in the Funds before brokerage commissions and related fees in the first quarter of 2008 of $4,164,277. Gains were primarily attributable to the trading by the Funds of commodity futures in currencies, energy, grains, U.S. and non-U.S. interest rates, livestock, metals, softs and indices. The Partnership experienced an unrealized loss through its investments in the Funds before brokerage commissions and related fees in the first quarter of 2007 of $4,380,723. Losses were primarily attributable to the trading by the Funds of commodity futures in currencies, energy, grains, U.S. and non-U.S. interest rates, metals, softs, and indices and were slightly offset by gains in livestock and lumber.

The first quarter of 2008 was a difficult one for the equity market. Stocks tumbled during the first quarter, reflecting growing evidence that a U.S. recession was either imminent or already in progress.

15

---



However, equity prices finally stabilized after a surprised 75 basis point inter-meeting interest rate cut by the Federal Reserve in January, followed by a second 50 basis point cut a week later. The U.S. dollar continued to weaken throughout much of the first quarter as interest rate differential widened, providing a lift for commodity prices.

The Partnership was profitable for the quarter in every sector, especially in fixed income, grains and metals. As the Federal Reserve aggressively tackled the downside risks to the economy by lowering overnight rate and the discount rate, the yield on treasury notes dropped sharply, benefiting the portfolio. In the agricultural sector, grains including corn, soybeans and wheat reached record prices triggered by an imbalance in the supply and demand. Corn producers continued to shift more acreage towards ethanol production while corn prices exuded strong correlation with energy prices, especially crude oil. In the metals sector, strong trends emerged, especially in gold as risk-averse investors shifted assets from traditional portfolios into gold. Long-only exchange traded funds and notes tied to gold and other commodities, made it easier for the small investors to gain access to these sectors.

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

CGM will pay monthly interest to the Partnership on its applicable share of 80% of the average daily equity maintained in cash in the Funds’ brokerage account at a 30-day U.S. Treasury bill rate determined by CGM and/or will place all of the Funds’ assets in 90-day Treasury bills. The Partnership will receive 80% of its applicable share of the interest earned on the Treasury bills through its investments in other partnerships and CGM will be paid 20% of the interest. The interest earned at the investment in Partnerships level is included in the Partnership’s share of overall net income (loss) of the other partnerships in 2008 and 2007.

Brokerage commissions are calculated as a percentage of the Partnership’s net asset value as of the last day of each month and are affected by trading performance and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Brokerage commissions and fees for the three months ended March 31, 2008 decreased by $10,566 as compared to the corresponding period in 2007. The decrease in brokerage commissions is due to lower average net assets during the three months ended March 31, 2008 as compared to the corresponding period in 2007.

Management fees are calculated on the portion of the Partnership’s net asset value allocated to each Advisor at the end of the month and, therefore, are affected by trading performance and redemptions. Management fees for the three months ended March 31, 2008 decreased by $7,556 as compared to the corresponding period in 2007. The decrease in management fees is due to lower average net assets during the three months ended March 31, 2008 as compared to the corresponding period in 2007.

Incentive fees are based on the new trading profits generated by each Advisor at the end of the quarter as defined in the advisory agreements between the Partnership, the General Partner and each Advisor. Trading performance for the three months ended March 31, 2008 and 2007, resulted in incentive fees of $355,708 and $0, respectively.

16

---



Item 3.    Quantitative and Qualitative Disclosures about Market Risk

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

Market movements result in frequent changes in the fair value of the Funds’ open positions and, consequently in their earnings and cash flow. The Funds’ market risks are influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the fair value of financial instruments and contracts, the diversification effects of the Funds’ open positions and the liquidity of the market in which they trade.

The Funds rapidly acquire and liquidate both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Funds’ past performances are not necessarily indicative of their future results.

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

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

The following tables indicates the trading Value at Risk associated with the Partnership’s investments in the Funds by market category as of March 31, 2008 and the highest, lowest and average value during the three months ended March 31, 2008. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below. There have been no material changes in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2007.

17

---



As of March 31, 2008, Winton’s Master total capital was $537,891,981, the Partnership owned 3.3% of Winton Master.

March 31, 2008
(Unaudited)

Three Months Ended March 31, 2008Market Sector


Value at Risk


% of Total
Capital


High
Value at Risk


Low
Value at Risk


Average
Value at Risk*Currencies:—Exchange Traded Contracts



$
5,734,644





1.07
%



$
6,844,904




$
5,047,854




$
5,963,654Energy




4,747,900





0.88
%




6,750,850





2,830,800





5,095,667Grains




3,347,392





0.62
%




4,647,430





2,422,321





3,533,866Interest Rates U.S.




2,320,350





0.43
%




4,165,350





584,194





2,062,233Interest Rates Non-U.S.




2,431,180





0.45
%




6,255,287





2,431,180





4,089,283Livestock




330,500





0.06
%




350,900





134,640





233,537Lumber




3,300





0.00
% **




5,400





1,100





3,300Metals:—Exchange Traded Contracts




1,611,750





0.30
%




3,141,000





1,536,200





2,509,250—OTC Contracts




999,167





0.19
%




1,149,977





770,646





974,141Softs




1,540,282





0.29
%




2,273,575





777,533





1,524,456Indices




2,555,854





0.47
%




8,454,239





1,433,950





2,841,990Total



$
25,622,319





4.76
%


|* | Average of month-end Values at Risk.
|- | ------------------------------------

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

As of March 31, 2008, Campbell Master’s total capital was $203,106,344. The Partnership owned 5.2% of Campbell Master.

March 31, 2008
(Unaudited)

Three Months Ended March 31, 2008Market Sector


Value at Risk


% of Total
Capital


High
Value at Risk


Low
Value at Risk


Average
Value at Risk*Currencies:—OTC Contracts



$
3,568,787





1.76
%



$
5,659,090




$
3,568,787




$
4,261,822Energy




424,700





0.21
%




666,600





5,000





312,757Interest Rates U.S.




1,067,050





0.53
%




1,430,270





336,810





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




1,788,078





0.88
%




4,744,697





1,784,940





2,832,058Metals:—OTC Contracts




274,765





0.13
%




833,336





137,424





373,572Indices




5,732,815





2.82
%




8,820,806





4,867,715





6,452,960Total



$
12,856,195





6.33
%


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

18

---



As of March 31, 2008, Willowbridge Master’s total capital was $240,918,591. The Partnership owned 4.1% of Willowbridge Master.

March 31, 2008
(Unaudited)

Three Months Ended March 31, 2008Market Sector


Value at Risk


% of Total
Capital


High
Value at Risk


Low
Value at Risk


Average
Value at Risk*Currencies:—Exchange Traded Contracts



$
1,212,600





0.50
%



$
4,323,555




$
1,041,780




$
2,705,978Energy




4,441,500





1.84
%




11,162,000





1,210,500





7,443,667Interest Rates U.S.




451,200





0.19
%




1,852,650





394,800





913,400Interest Rates Non-U.S.




838,095





0.35
%




5,762,619





838,095





3,206,688Livestock




112,800





0.05
%




225,600





112,800





164,000Metals:—Exchange Traded Contracts




2,749,500





1.14
%




8,742,000





1,210,500





4,883,083Total



$
9,805,695





4.07
%


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

As of March 31, 2008, Graham Master’s total capital was $225,530,188. The Partnership owned 5.2% of Graham Master.

March 31, 2008
(Unaudited)

Three Months Ended March 31, 2008Market Sector


Value at Risk


% of Total
Capital


High
Value at Risk


Low
Value at Risk


Average
Value at Risk*Currencies:—Exchange Traded Contracts



$
25,289,910





11.21
%



$
34,974,242




$
10,702,463




$
23,317,516Energy




811,000





0.36
%




5,209,200





310,300





2,201,883Grains




318,350





0.14
%




1,046,800





52,500





590,033Interest Rates U.S.




577,000





0.26
%




1,837,000





103,550





789,817Interest Rates Non-U.S.




873,303





0.39
%




4,718,751





467,659





1,864,261Livestock




11,200





0.00
%**




20,000





11,200





17,067Metals:—Exchange Traded Contracts




40,000





0.02
%




599,000





40,000





339,000—OTC Contracts




99,515





0.04
%




638,870





23,044





271,785Softs




48,439





0.02
%




752,387





14,000





338,294Indices




2,140,398





0.95
%




5,407,658





780,230





3,071,154Total



$
30,209,115





13.39
%


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

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

19

---



Item 4T.    Controls and Procedures

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

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

The General Partner’s CEO and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-115(e) under the Exchange Act) as of March 31, 2008 and, based on that evaluation, the CEO and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.

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

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

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

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

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

20

---



PART II.    OTHER INFORMATION

Item 1.    Legal Proceedings.

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

Enron Corp.

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

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

Item 1A. Risk Factors.

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

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

Additional Redeemable Units offered represent a reduced brokerage fee to existing limited partners who invested $1,000,000 or more.

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

Period


(a) Total
Number of
Units Purchased*


(b) Average Price
Paid per
Unit**


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


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




442.8222




$
1,757.98



N/A


N/AFebruary 1, 2008 –
February 29, 2008




165.4934




$
1,896.48



N/A


N/AMarch 1, 2008 –
March 31, 2008




296.8739




$
1,848.61



N/A


N/A905.1895




$
1,813.03


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

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

21

---



Item 3.    Defaults Upon Senior Securities — None

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

Item 5.    Other Information — None

Item 6.    Exhibits

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

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

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

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

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

22

---



SIGNATURES

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

SMITH BARNEY DIVERSIFIED FUTURES FUND L.P.By:


Citigroup Managed Futures LLC(General Partner)By:


/s/ Jerry PascucciJerry Pascucci
President and DirectorDate:


May 15, 2008By:


/s/ Jennifer MagroJennifer Magro
Chief Financial Officer and DirectorDate:


May 15, 2008


23

---