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, 2003

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

                                 (212) 599-2011
              (Registrant's telephone number, including area code)

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

                                                     Yes X No

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

                                                 Yes ____ No __X__
<PAGE>


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

                                                             Page
                                                            Number

PART I - Financial Information:

    Item 1.   Financial Statements:

              Statements of Financial Condition
              at September 30, 2003 and December 31,
              2002 (unaudited).                                 3

              Condensed Schedules of Investments at
              September 30, 2003 and December 31, 2002
              (unaudited).                                    4 - 5

              Statements of Income and Expenses
              and Partners' Capital for the three
              and nine months ended September 30, 2003
              and 2002 (unaudited).                             6

              Notes to Financial Statements
              (unaudited)                                     7 -11

    Item 2.   Management's Discussion and
              Analysis of Financial Condition
              and Results of Operations                      12 - 15

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

    Item 4.   Controls and Procedures                          18


PART II - Other Information                                    19
                                       2
<PAGE>
                                     PART I
                          ITEM 1. FINANCIAL STATEMENTS

                   SMITH BARNEY DIVERSIFIED FUTURES FUND L.P.
                        STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                           <C>         <C>
                                                        September 30, December 31,
                                                           2003          2002
                                                        -----------   -----------

Assets:

Equity in commodity futures trading account:
Cash (restricted $11,534,771 and $10,243,181 in 2003
and 2002, respectively)                                 $65,463,736   $64,057,301
Net unrealized appreciation on open futures positions     2,438,146     5,178,692
Unrealized appreciation on open forward contracts         2,823,791     1,901,689
                                                        -----------   -----------
                                                         70,725,673    71,137,682
Interest receivable                                          40,194        53,318
                                                        -----------   -----------
                                                        $70,765,867   $71,191,000
                                                        ===========   ===========

LIABILITIES AND PARTNERS' CAPITAL:

Liabilities:
Unrealized depreciation on open forward contracts        $1,833,203    $2,126,027
Accrued expenses:
Commissions                                                 311,613       320,817
Management fees                                             108,816       143,470
Incentive fees                                                   --        55,035
Other                                                        48,194        71,432
Redemptions payable                                       1,544,376       412,272
                                                        -----------   -----------
                                                          3,846,202     3,129,053
                                                        -----------   -----------

Partners' Capital:

General Partner, 1,276.7484 Units
equivalents outstanding in 2003 and 2002                  1,916,974     1,810,978
Limited Partners, 43,293.4219 and
46,707.3718 Redeemable Units of Limited Partnership
Interest outstanding in 2003 and 2002,
respectively                                             65,002,691    66,250,969
                                                        -----------   -----------
                                                         66,919,665    68,061,947
                                                        -----------   -----------
                                                        $70,765,867   $71,191,000
                                                        ===========   ===========
</TABLE>


See Accompanying  Notes to Unaudited Financial Statements.
                                        3

<PAGE>
                   Smith Barney Diversified Futures Fund L.P.
                        Condensed Schedule of Investments
                               September 30, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                <C>                                                   <C>
Sector                                       Contract                                             Fair Value
----------------------------------------------------------------------------------------------------------------
Currencies
                                            Futures contracts purchased  2.51%                      $ 1,677,199
                                            Futures contracts sold  (0.14)%                             (89,990)
                                                                                                    ------------
                                              Total futures contracts  2.37%                          1,587,209

                                            Unrealized appreciation on forward contracts 3.96%        2,650,969
                                            Unrealized depreciation on forward contracts (2.31)%     (1,547,725)
                                                                                                    ------------
                                              Total forward contracts  1.65%                          1,103,244
                                                                                                    ------------
   Total Currencies  4.02%                                                                            2,690,453
                                                                                                    ------------
Energy
                                            Futures contracts purchased  0.01%                            5,725
                                            Futures contracts sold  (0.56)%                            (374,147)
                                                                                                    ------------
  Total Energy  (0.55)%                                                                                (368,422)
                                                                                                    ------------
Grains
                                            Futures contracts purchased  1.58%                        1,058,907
                                            Futures contracts sold  0.00%*                                1,508
                                                                                                    ------------
  Total Grains  1.58%                                                                                 1,060,415
                                                                                                    ------------
Interest Rates U.S.
                                            Futures contracts purchased  1.35%                          905,879
                                            Futures contracts sold  (0.21)%                            (140,535)
                                                                                                    ------------
  Total Interest Rates U.S.  1.14%                                                                      765,344
                                                                                                    ------------
Interest Rates Non-U.S.
                                            Futures contracts purchased 0.91%                           612,152
                                            Futures contracts sold  (0.48)%                            (324,704)
                                                                                                    ------------
  Total Interest Rates Non-U.S.  0.43%                                                                  287,448
                                                                                                    ------------

Total Livestock  0.13%                      Futures contracts purchased  0.13%                           84,170
                                                                                                    ------------

Total Lumber  (0.01)%                       Total futures contracts purchased  (0.01)%                   (4,378)
                                                                                                    ------------
Metals
                                              Total futures contracts purchased  0.26%                  171,548
                                            Unrealized appreciation on forward contracts 0.26%          172,822
                                            Unrealized depreciation on forward contracts (0.43)%       (285,478)
                                                                                                    ------------
                                              Total forward contracts  (0.17)%                         (112,656)
                                                                                                    ------------
  Total Metals  0.09%                                                                                    58,892
                                                                                                    ------------
Softs
                                            Futures contracts purchased  0.05%                           35,611
                                            Futures contracts sold  (0.06)%                             (41,634)
                                                                                                    ------------
  Total Softs  (0.01)%                                                                                   (6,023)
                                                                                                    ------------
Indices
                                            Futures contracts purchased  (1.74)%                     (1,165,935)
                                            Futures contracts sold  0.04%                                26,770
                                                                                                    ------------
  Total Indices   (1.70)%                                                                            (1,139,165)
                                                                                                    ------------

Total Fair Value  5.12%                                                                             $ 3,428,734
                                                                                                    ============
Country Composition                         Investments at Fair Value     % of Investments at Fair Value
--------------------                        ------------------------       --------------------------
Australia                                                 $ (3,160)                   (0.09)%
Canada                                                      54,225                     1.58
Germany                                                   (108,787)                   (3.17)
France                                                     (55,837)                   (1.63)
Hong Kong                                                  (16,476)                   (0.48)
Italy                                                      (13,323)                   (0.39)
Japan                                                     (184,085)                   (5.37)
Spain                                                      (77,487)                   (2.26)
United Kingdom                                            (374,338)                  (10.92)
United States                                            4,208,002                   122.73
                                            -----------------------               ---------
                                                       $ 3,428,734                  (100.00)%
                                            =======================               =========
</TABLE>
Percentages are based on Partners' capital unless otherwise indicated
* Due to rounding
See Accompanying Notes to Unaudited Financial Statements.
                                        4
<PAGE>
                   Smith Barney Diversified Futures Fund L.P.
                        Condensed Schedule of Investments
                                December 31, 2002
                                (Unaudited)
<TABLE>
<CAPTION>
<S>                                                     <C>                                                          <C>
Sector                                             Contract                                                      Fair Value

Currencies                                         Futures contracts purchased 2.42%                             $1,648,464
                                                   Futures contracts sold 0.06%                                      39,145
                                                                                                                 ----------
                                                     Total futures contracts 2.48%                                1,687,609

                                                   Unrealized appreciation on forward contracts 2.64%             1,794,109
                                                   Unrealized depreciation on forward contracts (2.12)%          (1,442,027)
                                                                                                                 ----------
                                                     Total forward contracts 0.52%                                  352,082
                                                                                                                 ----------
     Total Currencies 3.00%                                                                                       2,039,691
                                                                                                                 ----------

Total Energy 0.82%                                 Futures contracts purchased 0.82%                                559,848
                                                                                                                 ----------

Grains                                             Futures contracts purchased (0.03)%                              (17,701)
                                                   Futures contracts sold 0.31%                                     211,274
                                                                                                                 ----------
     Total Grains 0.28%                                                                                             193,573
                                                                                                                 ----------

Total Interest Rates U.S. 0.74%                    Futures contracts purchased 0.74%                                504,413
                                                                                                                 ----------

Interest Rates Non-U.S.                            Futures contracts purchased 2.39%                              1,626,124
                                                   Futures contracts sold (0.02)%                                   (14,486)
                                                                                                                 ----------
     Total Interest Rates Non-U.S. 2.37%                                                                          1,611,638
                                                                                                                 ----------

Total Livestock 0.03%                              Futures contracts purchased 0.03%                                 20,199
                                                                                                                 ----------

Metals                                             Futures contracts purchased 0.39%                                267,635
                                                   Futures contracts sold 0.00% *                                       (38)
                                                                                                                 ----------
                                                     Total Futures contracts 0.39%                                  267,597
                                                   Unrealized appreciation on forward contracts 0.16%               107,580
                                                   Unrealized depreciation on forward contracts (1.00)%            (684,000)
                                                                                                                 ----------
                                                     Total forward contracts (0.84)%                               (576,420)
                                                                                                                 ----------
     Total Metals (0.45)%                                                                                          (308,823)
                                                                                                                 ----------

Softs                                              Futures contracts purchased 0.22%                                154,672
                                                   Futures contracts sold 0.04%                                      26,226
                                                                                                                 ----------
     Total Softs 0.26%                                                                                              180,898
                                                                                                                 ----------

Indices                                            Futures contracts purchased (0.05)%                              (39,594)
                                                   Futures contracts sold 0.28%                                     192,753
                                                                                                                 ----------
     Total Indices 0.23%                                                                                            153,159
                                                                                                                 ----------

Total Lumber 0.00% *                               Futures contracts sold 0.00% *                                      (242)
                                                                                                                 ----------

Total Fair Value 7.28%                                                                                           $4,954,354
                                                                                                                  ---------
                                                           Investments         % of Investments
             Country Composition                          at Fair Value           at Fair Value
           ----------------------                        ----------------        --------------
           Australia                                        $    122,881                2.48%
           Canada                                                 79,168                1.60
           France                                                 (5,648)              (0.11)
           Germany                                               688,910               13.90
           Hong Kong                                              36,610                0.74
           Japan                                                 169,176                3.41
           Spain                                                  (4,767)              (0.10)
           United Kingdom                                        137,533                2.78
           United States                                       3,730,491               75.30
                                                              ----------              -------
                                                              $4,954,354              100.00%
                                                               =========              =======
</TABLE>
Percentages are based on Partners' capital unless otherwise indicated
* Due to rounding
See Accompanying Notes to Unaudited Financial Statements.
                                       5
<PAGE>
                   SMITH BARNEY DIVERSIFIED FUTURES FUND L.P.
             STATEMENTS OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)


<TABLE>
<CAPTION>
<S>                                                               <C>             <C>              <C>             <C>
                                                                   THREE MONTHS ENDED             NINE MONTHS ENDED
                                                                      SEPTEMBER 30,                 SEPTEMBER 30,
                                                               ---------------------------     -----------------------------
                                                                    2003          2002            2003            2002
                                                               ----------------------------    ----------------------------
Income:
Net gains (losses) on trading of commodity
interests:
Realized gains (losses) on closed positions                     $(7,926,752)    $19,213,474     $11,219,567     $17,931,819
Change in unrealized gains (losses) on open
positions                                                         5,540,836      (2,238,673)     (1,525,620)      2,970,986
                                                               ------------    ------------    ------------    ------------
Net realized and unrealized gains (losses)                       (2,385,916)     16,974,801       9,693,947      20,902,805
Interest income                                                     124,003         229,719         455,871         630,078
                                                               ------------    ------------    ------------    ------------
                                                                 (2,261,913)     17,204,520      10,149,818      21,532,883
                                                               ------------    ------------    ------------    ------------
Expenses:
Brokerage commissions including clearing fees
of $36,601, $39,027, $115,482 and $135,291, respectively          1,046,402       1,076,738       3,309,082       2,944,431
Management fees                                                     339,584         404,855       1,103,354       1,169,306
Incentive fees                                                           --       2,542,178       1,497,113       2,810,952
Other expenses                                                       17,456          26,203          62,410          78,489
                                                               ------------    ------------    ------------    ------------
                                                                  1,403,442       4,049,974       5,971,959       7,003,178
                                                               ------------    ------------    ------------    ------------

Net income (loss)                                                (3,665,355)     13,154,546       4,177,859      14,529,705

Additions                                                             2,223           3,044           6,741           7,959
Redemptions - Limited Partners                                   (2,237,946)     (2,389,411)     (5,326,882)     (8,104,572)
            - General Partner                                            --        (999,999)             --        (999,999)
                                                               ------------    ------------    ------------    ------------

Net increase (decrease) in Partners' capital                     (5,901,078)      9,768,180      (1,142,282)      5,433,093

Partners' capital, beginning of period                           72,820,743      62,033,654      68,061,947      66,368,741
                                                               ------------    ------------    ------------    ------------

Partners' capital, end of period                                $66,919,665     $71,801,834     $66,919,665     $71,801,834
                                                               ------------    ------------    ------------    ------------

Net asset value per Redeemable Unit
(44,570.1703 and 49,356.6176 Redeemable Units outstanding
at September 30, 2003 and 2002, respectively)                     $1,501.45       $1,454.76       $1,501.45       $1,454.76
                                                                ------------    ------------    ------------    ------------

Net income (loss) per Redeemable Unit of Limited Partnership
Interest and General Partner Unit equivalent                        $(79.85)        $259.57          $83.02         $293.54
                                                               ------------    ------------    ------------    ------------
</TABLE>


See Accompanying Notes to Unaudited Financial Statements.
                                        6

<PAGE>
                   Smith Barney Diversified Futures Fund L.P.
                          Notes to Financial Statements
                               September 30, 2003
                                   (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.

     On April 7, 2003,  Smith Barney Futures  Management LLC changed its name to
Citigroup Managed Futures LLC. Citigroup Managed Futures LLC acts as the general
partner (the "General Partner") of the Partnership.  The Partnership's commodity
broker is Citigroup Global Markets Inc.  ("CGM"),  formerly Salomon Smith Barney
Inc. CGM is an affiliate of the General  Partner.  The General Partner is wholly
owned by Citigroup  Global Markets  Holdings Inc.  ("CGMHI"),  formerly  Salomon
Smith Barney  Holdings  Inc.,  which is the sole owner of CGM. CGMHI is a wholly
owned subsidiary of Citigroup Inc. ("Citigroup").  As of September 30, 2003, all
trading  decisions  are made for the  Partnership  by Campbell & Company,  Inc.,
Willowbridge  Associates,  Inc.,  Winton  Capital  Management and Graham Capital
Management L.P. (each an "Advisor" and 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, 2003 and  December 31, 2002 and the results of its
operations  for the three and nine  months  ended  September  30, 2003 and 2002.
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, 2002.

     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.

     Certain prior period amounts have been  reclassified  to conform to current
year presentation.

                                                                   (Continued)
                                       7
<PAGE>

                   Smith Barney Diversified Futures Fund L.P.
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)
                                   (continued)

2.       Financial Highlights:

     Changes  in net  asset  value  per  Redeemable  Unit for the three and nine
months ended September 30, 2003 and 2002 were as follows:

<TABLE>
<CAPTION>
<S>                                      <C>         <C>           <C>         <C>

                                     THREE-MONTHS ENDED         NINE-MONTHS ENDED
                                          SEPTEMBER 30,          SEPTEMBER 30,
                                         2003      2002         2003         2002


Net realized and unrealized
gains (losses)*                       $(74.76)     $313.68      $129.33      $360.21
Interest income                          2.70         4.55         9.72        11.76
Expenses **                             (7.79)      (58.66)      (56.03)      (78.43)
                                       -------      -------     -------       -------
Increase/Decrease for period           (79.85)      259.57        83.02       293.54
Net Asset Value per Redeemable
Unit, beginning of period            1,581.30     1,195.19     1,418.43     1,161.22
                                       -------      -------     -------       -------
Net Asset Value per Redeemable
Unit, end of period                 $1,501.45    $1,454.76    $1,501.45    $1,454.76
                                     ========     ========     ========     =========
</TABLE>


*       Includes brokerage commissions.
**      Excludes brokerage commissions.
                                       8
<PAGE>


                   Smith Barney Diversified Futures Fund L.P.
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)
                                   (continued)

Financial Highlights continued:


<TABLE>
<CAPTION>
<S>                                    <C>     <C>       <C>      <C>

                                     THREE-MONTHS ENDED NINE-MONTHS ENDED
                                       SEPTEMBER 30,    SEPTEMBER 30,
                                       2003     2002    2003     2002

Ratio to average net assets: ***
Net investment loss before
incentive fees ****                   (7.3)%   (7.6)%   (7.4)%   (7.5)%
                                      =====    =====    =====    =====

Operating expenses                     8.0%     9.0%     8.2%     8.9%
Incentive fees                         0.0%    15.1%     2.8%     5.9%
                                       ----    -----    -----     -----
Total expenses                         8.0%    24.1%    11.0%    14.8%
                                       ====    ====     ====     =====
Total return:
Total return before incentive fees    (5.1)%   26.0%     8.2%    30.2%
Incentive fees                        (0.0)%   (4.3)%   (2.3)%   (4.9)%
                                       ----    -----    -----   ------
Total return after incentive fees     (5.1)%   21.7%     5.9%    25.3%
                                       ====    =====    ====     =====
</TABLE>

***  Annualized

****     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.
                                       9
<PAGE>

                   Smith Barney Diversified Futures Fund L.P.
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)
                                   (Continued)

3.  Trading Activities:

     The  Partnership  was formed for the  purpose  of  trading  contracts  in a
variety of commodity interests,  including derivative financial  instruments and
derivative  commodity  instruments.  The  results of the  Partnership's  trading
activities  are shown in the  Statements  of Income and Expenses  and  Partners'
Capital and are  discussed in Item 2,  Management's  Discussion  and Analysis of
Financial Condition and Results of Operations.

     The  Customer   Agreement   between  the  Partnership  and  CGM  gives  the
Partnership  the legal right to net unrealized  gains and losses on open futures
positions.

     All of the  commodity  interests  owned  by the  Partnership  are  held for
trading  purposes.  The average  fair values  during the nine and twelve  months
ended September 30, 2003 and December 31, 2002, based on a monthly  calculation,
were assets of $3,531,019 and $4,063,172, respectively. The fair values of these
commodity interests,  including options thereon, if applicable, at September 30,
2003  and  December  31,  2002,   were  assets  of  $3,428,734  and  $4,954,354,
respectively.  Fair values for exchange traded commodity futures and options are
based on quoted market prices for those futures and options. Fair values for all
other  financial  instruments  for  which  market  quotations  are  not  readily
available are based on calculations approved by the General Partner.

4.       Financial Instrument Risk:

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


                                       10
<PAGE>


                   Smith Barney Diversified Futures Fund L.P.
                          Notes to Financial Statements
                               September 30, 2003
                                   (Unaudited)
                                   (continued)

     Each of these  instruments  is subject to  various  risks  similar to those
related to the  underlying  financial  instruments  including  market and credit
risk. In general, the risks associated with OTC contracts are greater than those
associated  with  exchange  traded  instruments  because of the greater  risk of
default by the counterparty to an OTC contract.

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

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

     The General Partner monitors and controls the  Partnership's  risk exposure
on a daily  basis  through  financial,  credit  and risk  management  monitoring
systems,   and  accordingly  believes  that  it  has  effective  procedures  for
evaluating and limiting the credit and market risks to which the  Partnership is
subject.  These  monitoring  systems allow the General Partner to  statistically
analyze actual trading  results with  risk-adjusted  performance  indicators and
correlation statistics. In addition,  on-line monitoring systems provide account
analysis  of  futures,   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 September 30,
2003.  However,  due  to  the  nature  of  the  Partnership's  business,   these
instruments may not be held to maturity.

                                       11
<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 2003.

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

     For the nine months ended September 30, 2003, Partnership capital decreased
1.7% from  $68,061,947 to  $66,919,665.  This decrease was  attributable  to the
redemption  of  3,418.2669  Redeemable  Units of  Limited  Partnership  Interest
totaling  $5,326,882,  partially offset by additional sales of 4.3170 Redeemable
Units  totaling  $6,741 and net income from  operations of  $4,177,859.  Persons
investing  $1,000,000 or more will pay a reduced  brokerage  fee,  receiving the
differential in the form of additional  Redeemable Units. Future redemptions can
impact  the amount of funds  available  for  investment  in  commodity  contract
positions in subsequent periods.

Critical Accounting Policies

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

     All commodity interests  (including  derivative  financial  instruments and
derivative commodity  instruments) are used for trading purposes.  The commodity
interests  are  recorded on trade date and open  contracts  are  recorded in the
statement of financial  condition at fair value on the last  business day of the
period,  which represents  market value for those commodity  interests for which
market  quotations are readily  available or other measures of fair value deemed
appropriate by management of the General Partner for those  commodity  interests

                                       12
<PAGE>

and foreign  currencies for which market  quotations are not readily  available.
Investments  in  commodity  interests  denominated  in  foreign  currencies  are
translated  into U.S.  dollars  at the  exchange  rates  prevailing  on the last
business day of the period.  Realized  gains  (losses) and changes in unrealized
values on open  positions are  recognized in the period in which the contract is
closed or the changes occur and are included in net gains (losses) on trading of
commodity interests.

     Foreign currency contracts are those contracts where the Partnership agrees
to receive or deliver a fixed  quantity of foreign  currency for an  agreed-upon
price on an agreed future date. Foreign currency contracts are valued daily, and
the  Partnership's net equity therein,  representing  unrealized gain or loss on
the contracts as measured by the difference between the forward foreign exchange
rates at the  date 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  statement  of income and  expenses and  partners'
capital.

Results of Operations

     During the  Partnership's  third  quarter of 2003,  the net asset value per
Redeemable  Unit  decreased  5.1% from  $1,581.30 to $1,501.45 as compared to an
increase of 21.7% in the third quarter of 2002.  The  Partnership  experienced a
net trading  loss before  brokerage  commissions  and related  fees in the third
quarter of 2003 of $2,385,916. Losses were primarily attributable to the trading
of commodity contracts in currencies,  energy, softs, U.S. and non-U.S. interest
rates  and were  partially  offset  by gains in  grains,  livestock  metals  and
indices.  The  Partnership  experienced  a net  trading  gain  before  brokerage
commissions and related fees in the third quarter of 2002 of $16,974,801.  Gains
were primarily  attributable to the trading of commodity contracts in energy, U.
S. and non-U.S.  interest rates, grains and indices and were partially offset by
losses in currencies, softs, metals and livestock.

     During the nine months ended September 30, 2003, the Partnerships net asset
value per  Redeemable  Unit increased 5.9% from 1,418.43 to 1,501.45 as compared
to an  increase of 25.3% for the nine  months  ended  September  30,  2002.  The
Partnership  experienced  a net trading gain before  brokerage  commissions  and
related  fees during the nine months  ended  September  30, 2003 of  $9,693,947.
Gains were  primarily  attributable  to the trading of  commodity  contracts  in
currencies,  energy, livestock, U.S. and non-U.S. interest rates and indices and
were partially  offset by losses in grains,  softs and metals.  The  Partnership
experienced  a net trading gain before  brokerage  commissions  and related fees


                                       13
<PAGE>

during the nine  months  ended  September  30, 2002 of  $20,902,805.  Gains were
primarily  attributable  to the trading of commodity  contracts  in  currencies,
energy, grains, livestock, U.S. and non-U.S. interest rates and indices and were
partially offset by losses in softs and metals.

     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.

     Interest income on 80% of the Partnership's daily equity maintained in cash
was earned at the monthly  average  30-day U.S.  Treasury  bill rate  determined
weekly by CGM 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.
CGM may continue to maintain the Partnership  assets in cash and/or place all of
the  Partnership  assets in 90-day Treasury bills and pay the Partnership 80% of
the interest earned on the Treasury bills purchased.  CGM will retain 20% of any
interest earned on Treasury bills. Interest income for the three and nine months
ended  September 30, 2003 decreased by $105,716 and $174,207,  respectively,  as
compared to the  corresponding  periods in 2002. The decrease in interest income
is primarily due to decreases in interest rates during the three and nine months
ended September 30, 2003 as compared to 2002.

     Brokerage  commissions are calculated on 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 monthly net asset  values.  Commissions  and fees for the three  months ended
September 30, 2003 decreased by $30,336 as compared to the corresponding  period
in 2002.  The  decrease  in  brokerage  commissions  is due to a decrease in net
assets  during the three  months ended  September  30, 2003 as compared to 2002.
Commissions  and fees for the nine months ended  September 30, 2003 increased by
$364,651  as  compared  to the  corresponding  period in 2002.  The  increase in
brokerage commissions is due to an increase in net assets during the nine months
ended September 30, 2003 as compared to 2002.

     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,

                                       14
<PAGE>

are affected by trading  performance  and  redemptions.  Management fees for the
three and nine months ended September 30, 2003 decreased by $65,271 and $65,952,
respectively as compared to the corresponding periods in 2002.

     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, 2003 resulted in incentive fees of
$0 and  $1,497,113,  respectively.  Trading  performance  for the three and nine
months ended  September  30, 2002 resulted in incentive  fees of $2,542,178  and
$2,810,952, respectively.

                                       15
<PAGE>

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

     Market  movements  result  in  frequent  changes  in the fair  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 in this
section should not be considered to constitute  any assurance or  representation
that the  Partnership's  losses in any market sector will be limited to Value at
Risk or by the Partnership's attempts to manage its market risk.

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


                                       16
<PAGE>



     The following table indicates the trading Value at Risk associated with the
Partnership's open positions by market category as of September 30, 2003 and the
highest and lowest value at any point during the nine months ended September 30,
2003.  All open position  trading risk  exposures of the  Partnership  have been
included in calculating  the figures set forth below.  As of September 30, 2003,
the  Partnership's  total  capitalization  was  $66,919,665.  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, 2002.

                               September 30, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                     <C>           <C>              <C>             <C>         <C>
                                                                          Year  to Date

                                                  % of Total            Low         High           Average
Market Sector                   Value at Risk   Capitalization    Value at Risk Value at Risk  Value at Risk
Currencies:
-        Exchange Traded
        Contracts                $  1,390,232          2.08%        $1,621,311      $352,353    $1,079,150
 - OTC Contracts                    1,401,539          2.09%         1,568,776       766,266     1,105,762
Energy                              1,146,032          1.71%         2,554,300       125,200     1,297,068
Grains                                329,567          0.49%           524,832       193,841       367,924
Interest Rates U.S.                   636,800          0.95%         1,346,600       189,193       738,887
Interest Rates Non-U.S.             1,408,152          2.10%         3,238,751       535,816     1,534,936
Livestock                              71,200          0.11%           148,800        21,410        61,850
Metals:
 - Exchange Traded
        Contracts                     308,700          0.46%           313,900        76,600       229,633
 - OTC Contracts                      374,650          0.56%           676,175        36,750       323,147
Softs                                 383,810          0.57%           411,285        89,942       275,829
Indices                             2,547,081          3.81%         3,991,683       120,907     1,869,801
Lumber                                  2,800          0.01%             2,950         1,550         2,550
                                  ----------           -----
Total                             $10,000,563         14.94%
                                  ==========           =====
</TABLE>
                                       17
<PAGE>


Item 4. Controls and Procedures

     Based on their  evaluation  of the  Partnership's  disclosure  controls and
procedures as of September 30, 2003, the President and Chief  Financial  Officer
of the General  Partner have  concluded  that such controls and  procedures  are
effective.

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

                                       18
<PAGE>


                           PART II. OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

     The following  information  supplements and amends our discussion set forth
under Part I, Item 3 "Legal  Proceedings" in the Company's Annual Report on Form
10-K for the fiscal year ended  December 31, 2002,  as updated by our  Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003 and
our Current Report on Form 8-K dated April 28, 2003.

ENRON

TITTLE, ET AL. v. ENRON CORP., ET AL.

     On  September  30,  2003,  all of the  claims  against  Citigroup  in  this
litigation were dismissed.

Additional Actions

     Several additional actions,  previously identified,  have been consolidated
or  coordinated  with the Newby  action and are stayed,  except with  respect to
certain discovery,  until after the court's decision on class certification.  In
addition, on August 15, 2003, a purported class action was brought by purchasers
of Enron stock alleging state law claims of negligent misrepresentation,  fraud,
breach of fiduciary duty and aiding and abetting a breach of fiduciary  duty. On
August 29, 2003, an investment  company filed a lawsuit alleging that Citigroup,
CGM and several other  defendants  (including,  among others,  Enron's  auditor,
financial  institutions,  outside  law firms and rating  agencies)  engaged in a
conspiracy,  which purportedly caused plaintiff to lose credit (in the form of a
commodity  sales  contract)  it extended  to an Enron  subsidiary  in  purported
reliance on Enron's financial statements.  On September 24, 2003, Enron filed an
adversary proceeding in its chapter 11 bankruptcy proceedings to recover alleged
preferential  payments and fraudulent  transfers  involving  Citigroup,  CGM and
other  entities,  and to  disallow  or to  subordinate  bankruptcy  claims  that
Citigroup, CGM and other entities have filed against Enron.

Research

     In connection  with the global  research  settlement,  on October 31, 2003,
final  judgment  was entered  against CGM and nine other  investment  banks.  In
addition,  CGM has entered into  separate  settlement  agreements  with numerous
states and certain U.S. territories.

                                       19
<PAGE>

WORLDCOM

     Citigroup  and/or CGM are now named in  approximately  35 individual  state
court actions brought by pension funds and other  institutional  investors based
on underwriting of debt securities of WorldCom.  Most of these actions have been
removed to federal court and transferred to the United States District Court for
the Southern  District of New York for centralized  pretrial hearings with other
WorldCom actions.  On October 24, 2003, the court granted  plaintiffs' motion to
have this matter certified as a class action.

OTHER

     On November 3, 2003,  the United  States  District  Court for the  Southern
District of New York granted the  Company's  motion to dismiss the  consolidated
amended  complaint  asserting  violations of certain federal and state antitrust
laws by CGM and other  investment  banks in  connection  with the  allocation of
shares in initial public offerings underwritten by such parties.

Item 2.   Changes in 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. For the nine
     months ended September 30, 2003 and 2002,  there were  additional  sales of
     4.3170  and  6.8491   Redeemable   Units   totaling   $6,741  and   $7,959,
     respectively.

          Proceeds from the sale of additional  Redeemable Units are used in the
     trading of commodity  interests  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. 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
     Report on Form 10-K for the period ended December 31, 2002.

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

          Exhibit   -   31.2   -   Rule    13a-14(a)/15d-14(a)    Certifications
          (Certifications of Chief financial Officer and Director)

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

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

     (b)  Reports on Form 8-K - None

                                       20
<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:        Citigroup Managed Futures LLC
           (General Partner)


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

Date:      11/13/03


     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:        Citigroup Managed Futures LLC
           (General Partner)


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


Date:      11/13/03


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

Date: 11/13/03
                                       21
<PAGE>

                                                                   Exhibit 31.1
                                 CERTIFICATIONS

I, David J. Vogel, certify that:

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

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

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

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

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

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

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

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):
                                       22
<PAGE>

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

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

Date: November 13, 2003


                                              /s/ David J. vogel
                                                  David J. Vogel
                                                  Citigroup Managed Futures LLC
                                                  President and Director
                                       23
<PAGE>

                                                                   Exhibit 31.2
                                 CERTIFICATIONS

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

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

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

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

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

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

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

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

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

                                       24
<PAGE>

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

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

Date: November 13, 2003


                                      /s/  Daniel R. Mcauliffe, Jr.
                                           Daniel R. McAuliffe, Jr.
                                           Citigroup Managed Futures LLC
                                           Chief Financial Officer and Director
                                       25
<PAGE>


                                                                    Exhibit 32.1

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

In connection with the Quarterly Report of Smith Barney Diversified Futures Fund
L.P. (the  "Partnership")  on Form 10-Q for the period ending September 30, 2003
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  I, David J.  Vogel,  President  and  Director of  Citigroup  Managed
Futures LLC, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that:

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

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


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

November 13, 2003
                                       26
<PAGE>

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

In connection with the Quarterly Report of Smith Barney Diversified Futures Fund
L.P. (the  "Partnership")  on Form 10-Q for the period ending September 30, 2003
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"), I, Daniel R. McAuliffe,  Jr., Chief Financial Officer and Director of
Citigroup  Managed  Futures LLC,  certify,  pursuant to 18 U.S.C.  ss. 1350,  as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

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

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


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

November 13, 2003



                                       27