FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                 (X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

               OR ( ) TRANSITION REPORT UNDER SECTION 13 or 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended September 30, 2001
                      ------------------

Commission File Number 0-26132
                       -------

                   SMITH BARNEY DIVERSIFIED FUTURES FUND L.P.
-------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

      New York                                        13-3729162
-------------------------------------------------------------------------------
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                    Identification No.)


                     c/o Smith Barney Futures Management LLC
                           388 Greenwich St. - 7th Fl.
                            New York, New York 10013
-------------------------------------------------------------------------------
              (Address and Zip Code of principal executive offices)


                          (212) 723-5424
-------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


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

                                                 Yes   X    No
                                                     -----     ----


<PAGE>


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

                                                                   Page
                                                                  Number

PART I - Financial Information:

Item 1.          Financial Statements:

                 Statement of Financial Condition
                 at September 30, 2001 and December 31,
                 2000 (unaudited).                                   3

                 Statement of Income and Expenses and Partners'
                 Capital for the three and nine months ended
                 September 30, 2001
                 and 2000 (unaudited).                               4

                 Notes to Financial Statements
                 (unaudited)                                       5 - 9

Item 2.          Management's Discussion and
                 Analysis of Financial Condition
                 and Results of Operations                        10 - 11

Item 3.          Quantitative and Qualitative
                 Disclosures of Market Risk                       12 - 13

PART II - Other Information                                         14


                                       2
<PAGE>

                                     PART I
                          ITEM 1. FINANCIAL STATEMENTS

                   SMITH BARNEY DIVERSIFIED FUTURES FUND L.P.
                        STATEMENT OF FINANCIAL CONDITION
                                   (Unaudited)

                                               SEPTEMBER 30,  DECEMBER 31,
                                                    2001          2000
                                               -----------   -------------

ASSETS:

Equity in commodity futures trading account:
  Cash                                         $68,221,593   $78,497,039
  Net unrealized appreciation
   on open positions                             6,204,663     4,215,703
  Commodity options owned, at value
   (cost $855,183)                                 310,197           -

                                               -----------   -----------
                                                74,736,453    82,712,742
Interest receivable                                140,611       312,122
                                               -----------   -----------

                                               $74,877,064   $83,024,864
                                               ===========   ===========


LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
Commodity options written, at value
  (premium $57,800)                            $        68         $ -
 Accrued expenses:
  Commissions                                      329,349       376,655
  Management fees                                  164,009       159,510
  Incentive fees                                   349,291       290,312
  Other                                             64,882        75,740
 Redemptions payable                               726,259     1,623,598
                                               -----------   -----------

                                                 1,633,858     2,525,815
                                               -----------   -----------


Partners' Capital:

General Partner, 2,048.9308 Unit
  equivalents outstanding in 2001 and 2000       2,536,351     2,487,300
Limited Partners, 57,118.6436 and
  64,262.8850 Units of Limited Partnership
  Interest outstanding in 2001 and 2000,
  respectively                                  70,706,855    78,011,749
                                               -----------   -----------

                                                73,243,206    80,499,049
                                               -----------   -----------

                                               $74,877,064   $83,024,864
                                               ===========   ===========


See Notes to Financial Statements.
                                             3




<PAGE>

                   SMITH BARNEY DIVERSIFIED FUTURES FUND L.P.
             STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                              THREE MONTHS ENDED             NINE MONTHS ENDED
                                                                SEPTEMBER 30,                   SEPTEMBER 30,
                                                      ------------------------------    -----------------------------
                                                          2001               2000             2001           2000
                                                     -------------     -------------    -------------     -----------
<S>                                                        <C>              <C>               <C>            <C>
Income:
  Net gains (losses) on trading of commodity
   interests:
  Realized gains (losses) on closed positions         $   3,448,874    $  (6,755,576)   $   3,855,537    $  (4,252,861)
  Change in unrealized gains (losses) on open
   positions                                              3,561,737       (1,930,558)       1,501,706       (6,456,457)
                                                      -------------    -------------    -------------    -------------

                                                          7,010,611       (8,686,134)       5,357,243      (10,709,318)
Less, brokerage commissions including clearing fees
 of $107,916, $74,785, $259,806 and
$207,438, respectively                                   (1,182,750)      (1,329,705)      (3,533,934)      (4,576,349)
                                                      -------------    -------------    -------------    -------------

  Net realized and unrealized gains (losses)              5,827,861      (10,015,839)       1,823,309      (15,285,667)
  Interest income                                           463,355        1,058,961        1,761,852        3,301,526
                                                      -------------    -------------    -------------    -------------

                                                          6,291,216       (8,956,878)       3,585,161      (11,984,141)
                                                      -------------    -------------    -------------    -------------

Expenses:
  Management fees                                           486,993          509,092        1,557,184        2,277,224
  Other expenses                                             33,533           10,801           94,042           60,168
  Incentive fees                                            349,291              -            726,162              -
                                                      -------------    -------------    -------------    -------------

                                                            869,817          519,893        2,377,388        2,337,392
                                                      -------------    -------------    -------------    -------------

  Net income (loss)                                       5,421,399       (9,476,771)       1,207,773      (14,321,533)
  Additions                                                   6,337           13,137           19,183           51,344
  Redemptions                                            (1,854,835)      (5,828,553)      (8,482,799)     (22,593,093)
                                                      -------------    -------------    -------------    -------------

  Net increase (decrease) in Partners' capital            3,572,901      (15,292,187)      (7,255,843)     (36,863,282)
Partners' capital, beginning of period                   69,670,305       95,937,437       80,499,049      117,508,532
                                                      -------------    -------------    -------------    -------------

Partners' capital, end of period                      $  73,243,206    $  80,645,250    $  73,243,206    $  80,645,250
                                                      -------------    -------------    -------------    -------------

Net asset value per Unit
  (59,167.5744 and 72,188.1997 Units outstanding
  at September 30, 2001 and 2000, respectively)       $    1,237.89    $    1,117.15    $    1,237.89    $    1,117.15
                                                      -------------    -------------    -------------    -------------

Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent        $       90.38    $     (125.65)   $       23.94    $     (185.94)
                                                      -------------    -------------    -------------    -------------
</TABLE>



See Notes to Financial Statements

                                        4



<PAGE>


                   Smith Barney Diversified Futures Fund L.P.
                          Notes to Financial Statements
                               September 30, 2001
                                   (Unaudited)

1.     General:

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

     Smith  Barney  Futures  Management  LLC acts as the  general  partner  (the
"General  Partner") of the Partnership.  The  Partnership's  commodity broker is
Salomon Smith Barney Inc.  ("SSB").  SSB is an affiliate of the General Partner.
The  General  Partner is wholly  owned by Salomon  Smith  Barney  Holdings  Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup Inc. As of September 30, 2001, all trading  decisions are made for the
Partnership  by  Campbell  &  Company,  Inc.,  Willowbridge  Associates,   Inc.,
Stonebrook Capital Management,  Inc., Winton Capital Management,  Graham Capital
Management  L.P.  and  Dominion  Capital  Management,   Inc.  (collectively  the
"Advisors").

     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  September  30, 2001 and  December 31, 2000 and the results of its
operations  for the three and nine  months  ended  September  30, 2001 and 2000.
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 for the year ended December 31, 2000.

     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.


                                       5
<PAGE>


                   Smith Barney Diversified Futures Fund L.P.
                          Notes to Financial Statements
                               September 30, 2001
                                   (continued)
                                   (Unaudited)

2.       Financial Highlights:

         Changes in net asset value per Unit for the three and nine months ended
September 30, 2001 and 2000 were as follows:

<TABLE>
<CAPTION>

                                             THREE-MONTHS ENDED         NINE-MONTHS ENDED
                                                SEPTEMBER 30              SEPTEMBER 30,
                                        ------------------------    -------------------------
                                           2001          2000         2001          2000
                                        ------------------------    -------------------------

<S>                                         <C>           <C>            <C>           <C>
Net realized and unrealized
  gains(losses)                           $ 97.17     $ (132.80)      $ 33.80     $ (198.19)
Interest income                              7.68         14.06         27.84         40.71
Expenses                                   (14.47)        (6.91)       (37.70)       (28.46)
                                         ---------     ---------     ---------     ---------

Increase(decrease) for period               90.38       (125.65)        23.94       (185.94)

Net Asset Value per Unit,
 beginning of period                     1,147.51      1,242.80      1,213.95      1,303.09
                                        ---------     ---------     ---------     ---------

Net Asset Value per Unit,
 end of period                         $ 1,237.89    $ 1,117.15    $ 1,237.89    $ 1,117.15
                                        =========     =========     =========     =========

Total Return                                 7.9%                        2.0%

Ratio of expenses, including
 brokerage commissions, to average
 net assets*                                11.5%                       10.7%

Ratio of net income to average
 net assets*                                30.4%                        2.2%

*  Annualized
</TABLE>

                                       6
<PAGE>





                   Smith Barney Diversified Futures Fund L.P.
                          Notes to Financial Statements
                               September 30, 2001
                                   (Unaudited)
                                   (Continued)


3.  Trading Activities:

     The  Partnership  was formed for the  purpose  of  trading  contracts  in a
variety of commodity interests,  including derivative financial  instruments and
derivative  commodity  instruments.  The  results of the  Partnership's  trading
activity  are  shown in the  statement  of income  and  expenses  and  partners'
capital.

     The  Customer   Agreement   between  the  Partnership  and  SSB  gives  the
Partnership the legal right to net unrealized gains and losses.

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading purposes. The average fair value during the nine and twelve months ended
September  30, 2001 and  December  31,  2000,  respectively,  based on a monthly
calculation,  were  $3,456,900 and $3,287,910,  respectively.  The fair value of
these  commodity  interests,   including  options  thereon,  if  applicable,  at
September  30, 2001 and December  31,  2000,  were  $6,514,792  and  $4,215,703,
respectively, as detailed below.

                                     Fair Value
                           September 30,    December 31,
                               2001             2000
                          -------------  ------------
Currency:
-  Exchange Trade$            518,709   $ 2,468,848
-  OTC Contracts            1,337,410       (30,488)
Energy                        137,967       249,658
Grains                        160,992        70,445
Interest Rates U.S.         1,849,863       836,897
Interest Rates Non-U.S      1,362,987       405,108
Livestock                     246,077        42,390
Metals:
-  Exchange Trade              78,776         7,210
-  OTC Contracts              450,579       (12,525)
Softs                         302,023        45,386
Indices                        54,141       132,774
Lumber                         15,268           -
                          -----------   -----------
Total                     $ 6,514,792   $ 4,215,703
                          ===========   ===========



                                       7
<PAGE>

                   Smith Barney Diversified Futures Fund L.P.
                          Notes to Financial Statements
                               September 30, 2001
                                   (Unaudited)
                                   (Continued)

4.       Financial Instrument Risk:

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

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

     Credit risk is the possibility  that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. Credit risk with
respect to exchange traded instruments is reduced to the extent that an exchange
or  clearing  organization  acts  as a  counterparty  to the  transactions.  The
Partnership's  risk of loss in the event of  counterparty  default is  typically
limited to the amounts recognized as unrealized  appreciation  (depreciation) in
the  statement of financial  condition  and not  represented  by the contract or
notional  amounts of the  instruments.  The Partnership has  concentration  risk
because the sole counterparty or broker with respect to the Partnership's assets
is SSB.



                                       8
<PAGE>

                   Smith Barney Diversified Futures Fund L.P.
                          Notes to Financial Statements
                               September 30, 2001
                                   (Unaudited)
                                   (Continued)

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

     The  notional  or  contractual  amounts  of these  instruments,  while  not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement  in these  instruments.  The  majority of these  instruments  mature
within  one year of  September  30,  2001.  However,  due to the  nature  of the
Partnership's business, these instruments may not be held to maturity.


                                       9
<PAGE>


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

     The Partnership does not engage in the sale of goods or services.  Its only
assets are its equity in its commodity  futures trading  account,  consisting of
cash, net  unrealized  appreciation  (depreciation)  on open futures and forward
contracts,  commodity options and interest receivable. Because of the low margin
deposits normally required in commodity futures trading,  relatively small price
movements may result in substantial losses to the Partnership. While substantial
losses could lead to a decrease in liquidity, no such losses occurred during the
third quarter of 2001.

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

     For the nine months ended September 30, 2001, Partnership capital decreased
9.0% from  $80,499,049 to  $73,243,206.  This decrease was  attributable  to the
redemption of $7,160.5112  Units totaling  $8,482,799 which was partially offset
by net income from  operations of $1,207,773  coupled with  additional  sales of
16.2698 Units totaling $19,183.  Persons investing $1,000,000 or more will pay a
reduced  brokerage  fee,  receiving the  differential  in the form of additional
Units.  Future  redemptions  can  impact  the  amount  of  funds  available  for
investments in commodity contract positions in subsequent periods.

Results of Operations

     During the  Partnership's  third  quarter of 2001,  the net asset value per
unit  increased  7.9% from  $1,147.51  to $1,237.89 as compared to a decrease of
10.1% in the third quarter of 2000.  The  Partnership  experienced a net trading
gain before brokerage  commissions and related fees in the third quarter of 2001
of  $7,010,611.  Gains were primarily  attributable  to the trading of commodity
contracts in currencies,  softs,  metals,  U.S. and non-U.S.  interest rates and
indices and were partially offset by losses in energy, livestock and grains. The
Partnership  experienced  a net trading loss before  brokerage  commissions  and
related fees in the third quarter of 2000 of  $8,686,134.  Losses were primarily
attributable to the trading of commodity futures in currencies,  indices, softs,
livestock,  U.S. and non-U.S.  interest rates and were partially offset by gains
in metals, energy and grains.




                                       10
<PAGE>

     Commodity futures markets are highly volatile. Broad price fluctuations and
rapid  inflation  increase  the risks  involved in commodity  trading,  but also
increase the possibility of profit. The profitability of the Partnership depends
on the  existence  of major  price  trends and the  ability of the  Advisors  to
identify  correctly  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.

     Interest income on 80% of the Partnership's daily equity maintained in cash
was earned on the monthly  average  30-day U.S.  Treasury  bill rate  determined
weekly by SSB based on the  non-competitive  yield on three month U.S.  Treasury
bills  maturing 30 days from the date in which such  weekly rate is  determined.
Interest income for the three and nine months ended September 30, 2001 decreased
by $595,606  and  $1,539,674,  respectively,  as  compared to the  corresponding
periods in 2000. The decrease in interest  income is primarily due to a decrease
in interest  rates and the effect of  redemptions  on the  Partnership's  equity
maintained in cash during the three and nine months ended  September 30, 2001 as
compared to 2000.

     Brokerage  commissions are calculated on the  Partnership's net asset value
as of the last day of each  month  and,  therefore,  vary  according  to trading
performance and redemptions.  Accordingly,  they must be compared in relation to
the fluctuations in monthly net asset values. Commissions and fees for the three
and nine months ended  September 30, 2001 decreased by $146,955 and  $1,042,415,
as compared to the corresponding periods in 2000.

     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 and nine  months  ended  September  30,  2001  decreased  by  $22,099  and
$720,040, respectively, as compared to the corresponding periods in 2000.

     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 and nine months ended September 30, 2001 resulted in incentive fees of
$349,291 and $726,162, respectively. There were no incentive fees earned for the
three and nine months ending September 30, 2000.




                                       11
<PAGE>


Item 3.       Quantitative and Qualitative Disclosures of Market Risk

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

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

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

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

     Exchange  maintenance margin requirements have been used by the Partnership
as the measure of its Value at Risk.  Maintenance margin requirements are set by
exchanges  to equal or exceed  the  maximum  losses  reasonably  expected  to be
incurred  in the fair value of any given  contract  in  95%-99%  of any  one-day
intervals.  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.

                                       12
<PAGE>


     The following table indicates the trading Value at Risk associated with the
Partnership's  open  positions by market  category as of September 30, 2001. All
open position  trading risk exposures of the  Partnership  have been included in
calculating  the  figures  set  forth  below.  As of  September  30,  2001,  the
Partnership's total capitalization was approximately $73,243,206. There has been
no material change in the trading Value at Risk information previously disclosed
in the Form 10-K for the year ended December 31, 2000.

<TABLE>
<CAPTION>

                               September 30, 2001
                                   (Unaudited)

                                                               Year to Date
                                             % of Total      High        Low
Market Sector                Value at Risk Capitalization      Value at Risk
--------------------------------------------------------------------------------
<S>                                <C>          <C>            <C>        <C>
Currencies:
 - Exchange Traded Contracts   $  853,937       1.17%    $2,016,783   $  683,915
 - OTC Contracts                1,019,292       1.39%     1,828,788       53,800
Energy                            828,500       1.13%     1,815,000      247,200
Grains                            286,746       0.39%       683,174        9,200
Interest Rates U.S.             1,121,720       1.53%     1,522,884      179,810
Interest Rates Non-U.S          2,593,395       3.54%     3,166,171      946,099
Livestock                         119,733       0.16%       243,220        3,600
Metals:
 - Exchange Traded Contracts      355,400       0.49%       426,200       63,000
 - OTC Contracts                  445,000       0.61%       504,650       24,450
Softs                             346,551       0.47%       438,420       28,700
Indices                         1,127,566       1.54%     2,779,410      227,165
Lumber                              5,200       0.01%        17,600          950
                              ----------      ------
Total                          $9,103,040      12.43%
                               ==========     ======
</TABLE>


                                       13
<PAGE>


                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings - None

Item 2.   Changes in Securities and Use of Proceeds -

               Additional  Units  offered  represent a reduced  brokerage fee to
               existing limited partners who invest  $1,000,000 or more. For the
               three and nine  months  ended  September  30,  2001,  there  were
               additional  sales of 5.4639 and 16.2698 Units totaling $6,328 and
               $19,183,  respectively.  For the  three  and  nine  months  ended
               September 30, 2000,  there were  additional  sales of 10.9601 and
               40.3731 Units totaling $13,137 and $51,344, respectively.

               Proceeds  from  the  sale of  additional  Units  are  used in the
               trading  of  commodity   interest  including  futures  contracts,
               options and forward contracts.

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.   (a) Exhibits - None

          (b) Reports on Form 8-K - None

                                       14
<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of Section  13 or 15 (d) 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:        Smith Barney Futures Management LLC
           (General Partner)


By:        /s/ David J. Vogel, President
           -------------------------------
           David J. Vogel, President

Date:      11/8/01
           --------


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

By:        Smith Barney Futures Management LLC
           (General Partner)


By:        /s/ David J. Vogel, President
           -------------------------------
           David J. Vogel, President


Date:      11/8/01
           --------


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

Date: 11/8/01

15