FORM10-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 ( ) TRANSITIONREPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGEACT OF 1934

For the Quarter endedSeptember 30, 2005

Commission File Number000-51282

CITIGROUP FAIRFIELD FUTURES FUNDL.P. II

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|--|
|  |  |
|  |

(Exact name ofregistrant as specified in its charter)

|                                |  |                    |  |  |  |  |
|--------------------------------|--|--------------------|--|--|--|--|
| NewYork                        |  | 56-2421596         |
| (State or otherjurisdiction of |  | (I.R.S. Employer   |
| incorporation or organization) |  | IdentificationNo.) |
|                                |

c/o Citigroup Managed Futures LLC 731Lexington Ave. — 25th Floor New York, New York10022

|  |
|--|
|  |  |
|  |

(Address and ZipCode of principal executive offices)

(212)559-2011

|  |
|--|
|  |  |
|  |

(Registrant'stelephone number, including area code)

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

YesX     No     

Indicate by checkmark whether the registrant is an accelerated filer (as defined in rule12b-2 of the Exchange Act).

Yes        No X

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

Yes         NoX

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CITIGROUP FAIRFIELDFUTURES FUND L.P. II

FORM 10-Q

INDEX

|                               |  |                                                                                                                                                                                                                        |        |            |                               |        |  |  |  |  |
|-------------------------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------|-------------------------------|--------|--|--|--|--|
|                          |  |                                                                                                                                                                                                                   |        | PageNumber |
| PARTI - FinancialInformation: |  |                                                                                                                                                                                                                   |   |       |
| Item1.                        |  | FinancialStatements:                                                                                                                                                                                                   |        |       |                          |   |
|                          |  | Statements of FinancialConditionat September 30, 2005 and December 31,2004(unaudited).                                                                                                                                 |        |       | 3                             |   |
|                          |  | CondensedSchedules of Investmentsat September 30, 2005 and December 31,2004(unaudited).                                                                                                                                |        |       | 4 – 5         |   |
|                          |  | Statementsof Income and Expensesand Partners' Capital for the threeandnine months ended September 30, 2005, thethree months endedSeptember 30, 2004 and the period from March 15, 2004 to September30,2004(unaudited). |        |       | 6                             |   |
|                          |  | Statementsof Cash Flows for the three and nine months ended September 30,2005, thethree months ended September 30, 2004 and the periodfrom March 15, 2004 to September 30, 2004(unaudited).                            |        |       | 7                             |   |
|                          |  | Notes toFinancialStatements(unaudited).                                                                                                                                                                                |        |       | 8 – 12        |   |
| Item2.                        |  | Management's Discussion andAnalysis of FinancialConditionand Results ofOperations.                                                                                                                                     |        |       |  13 – 15 |   |
| Item3.                        |  | Quantitative and QualitativeDisclosures about MarketRisk                                                                                                                                                               |        |       | 16                            |   |
| Item4.                        |  | Controls andProcedures.                                                                                                                                                                                                |        |       | 17                            |   |
| PARTII - OtherInformation     |  |                                                                                                                                                                                                                   | 18     |       |
|                               |

2

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PART I

Item1.    Financial Statements

Citigroup Fairfield Futures FundL.P. IIStatements of FinancialCondition(Unaudited)

|                                                                                                                                        |  |                  |            |                 |  |        |            |        |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------|--|------------------|------------|-----------------|--|--------|------------|--------|--|--|
|                                                                                                                                   |  | September30,2005 |            | December31,2004 |
| **Assets:**                                                                                                                            |  |             |       |            |  |   |       |   |
| Equityin commodity futures tradingaccount:                                                                                             |  |             |       |            |  |   |       |   |
| Cash (restricted$3,934,672 and $10,590,831 in 2005 and 2004,respectively)                                                              |  | $                | 81,873,837 |            |  | $      | 81,389,833 |   |
| Netunrealized appreciation on open futurespositions                                                                                    |  |             | 596,207    |            |  |   | 1,408,251  |   |
| Unrealizedappreciation on open forwardcontracts                                                                                        |  |             | 1,788,578  |            |  |   | 3,660,825  |   |
|                                                                                                                                   |  |             | 84,258,622 |            |  |   | 86,458,909 |   |
| Interestreceivable                                                                                                                     |  |             | 57,972     |            |  |   | 13,979     |   |
|                                                                                                                                   |  | $                | 84,316,594 |            |  | $      | 86,472,888 |   |
| **Liabilitiesand Partners'Capital:**                                                                                                   |  |             |       |            |  |   |       |   |
| Liabilities:                                                                                                                           |  |             |       |            |  |   |       |   |
| Unrealizeddepreciation on open forwardcontracts                                                                                        |  | $                | 1,136,377  |            |  | $      | 2,493,982  |   |
| Accruedexpenses:                                                                                                                       |  |             |       |            |  |   |       |   |
| Commissions                                                                                                                            |  |             | 307,640    |            |  |   | 320,073    |   |
| Managementfees                                                                                                                         |  |             | 136,165    |            |  |   | 141,481    |   |
| Administrativefees                                                                                                                     |  |             | 34,041     |            |  |   | 35,370     |   |
| Due to CGMfor offeringcosts                                                                                                            |  |             | 20,551     |            |  |   | 48,573     |   |
| Other                                                                                                                                  |  |             | 35,577     |            |  |   | 136,545    |   |
| Redemptionspayable                                                                                                                     |  |             | 3,955,589  |            |  |   | 1,587,812  |   |
|                                                                                                                                   |  |             | 5,625,940  |            |  |   | 4,763,836  |   |
| Partners'Capital:                                                                                                                      |  |             |       |            |  |   |       |   |
| General Partner,724.0407 Unit equivalents outstanding in 2005 and2004                                                                  |  |             | 582,918    |            |  |   | 657,168    |   |
| SpecialLimited Partner, 100.0000 Redeemable Units of Limited PartnershipInterest Outstanding in 2005 and2004                           |  |             | 80,509     |            |  |   | 90,764     |   |
| LimitedPartners, 96,917.6511 and 89,198.8286 Redeemable Units of LimitedPartnership Interest outstanding in 2005 and 2004,respectively |  |             | 78,027,227 |            |  |   | 80,961,120 |   |
|                                                                                                                                   |  |             | 78,690,654 |            |  |   | 81,709,052 |   |
|                                                                                                                                   |  | $                | 84,316,594 |            |  | $      | 86,472,888 |   |
|                                                                                                                                        |

SeeAccompanying Notes to Financial Statements.

3

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Citigroup Fairfield Futures Fund L.P.IICondensed Schedule of InvestmentsSeptember 30,2005(Unaudited)

|                                     |  |                                                    |         |           |           |         |  |  |  |  |
|-------------------------------------|--|----------------------------------------------------|---------|-----------|-----------|---------|--|--|--|--|
| Sector                              |  | Contract                                           |         | FairValue |
| Currencies                          |  |                                               |         |      |      |    |
|                                |  | Futurescontracts purchased(0.00)%*                 |         | $         | (875      | )  |
|                                |  | Unrealizeddepreciation on forward contracts(0.51)% |         |      | (398,693  | )  |
|                                |  | Unrealizedappreciation on forward contracts1.00%   |         |      | 786,330   |    |
|                                |  | Totalforward contracts0.49%                        |         |      | 387,637   |    |
| TotalCurrencies0.49%                |  |                                               |         |      | 386,762   |    |
| Energy0.09%                         |  | Futures contracts purchased0.09%                   |         |      | 73,851    |    |
| Grains                              |  |                                               |         |      |      |    |
|                                |  | Futurescontracts sold0.04%                         |         |      | 30,454    |    |
|                                |  | Futurescontracts purchased0.02%                    |         |      | 13,550    |    |
| TotalGrains0.06%                    |  |                                               |         |      | 44,004    |    |
| InterestRates Non-U.S.              |  |                                               |         |      |      |    |
|                                |  | Futures contracts sold0.01%                        |         |      | 8,057     |    |
|                                |  | Futurescontracts purchased(0.10)%                  |         |      | (80,547   | )  |
| TotalInterest Rates Non-U.S.(0.09)% |  |                                               | (72,490 | )    |
| InterestRates                       |  |                                               |         |      |      |    |
|                                |  | Futures contracts sold0.02%                        |         |      | 18,094    |    |
|                                |  | Futurescontracts purchased(0.01)%                  |         |      | (7,617    | )  |
| TotalInterest Rates0.01%            |  |                                               |         |      | 10,477    |    |
| Metals                              |  |                                               |         |      |      |    |
|                                |  | Unrealizeddepreciation on forward contracts(0.93)% |         |      | (737,684  | )  |
|                                |  | Unrealizedappreciation on forward contracts1.27%   |         |      | 1,002,248 |    |
| TotalMetals0.34%                    |  |                                               |         |      | 264,564   |    |
| Softs                               |  |                                               |         |      |      |    |
|                                |  | Futurescontracts sold0.01%                         |         |      | 8,097     |    |
|                                |  | Futurescontracts purchased0.13%                    |         |      | 101,864   |    |
| TotalSofts0.14%                     |  |                                               |         |      | 109,961   |    |
| Indices                             |  |                                               |         |      |      |    |
|                                |  | Futurescontracts sold(0.00)%*                      |         |      | (4,087    | )  |
|                                |  | Futurescontracts purchased0.55%                    |         |      | 435,366   |    |
| TotalIndices0.55%                   |  |                                               |         |      | 431,279   |    |
| TotalFair Value1.59%                |  |                                               |         | $         | 1,248,408 |    |
|                                     |

|                    |  |                           |           |                              |  |        |        |         |  |  |
|--------------------|--|---------------------------|-----------|------------------------------|--|--------|--------|---------|--|--|
| CountryComposition |  | Investments at Fair Value |           | % ofInvestments at FairValue |
| France             |  | $                         | 73,288    |                         |  |   | 5.87   | %  |
| Germany            |  |                      | (41,895   | )                       |  |   | (3.35  | )  |
| HongKong           |  |                      | 20,328    |                         |  |   | 1.63   |    |
| Japan              |  |                      | 182,169   |                         |  |   | 14.59  |    |
| Spain              |  |                      | 91,439    |                         |  |   | 7.32   |    |
| UnitedKingdom      |  |                      | 215,950   |                         |  |   | 17.30  |    |
| UnitedStates       |  |                      | 707,129   |                         |  |   | 56.64  | %  |
|               |  | $                         | 1,248,408 |                         |  |   | 100.00 | %  |
|                    |

Percentagesare based on Partners' capital unless otherwiseindicated.

* Due to rounding

SeeAccompanying Notes to Financial Statements.

4

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Citigroup Fairfield Futures Fund L.P.IICondensed Schedule of InvestmentsDecember 31,2004(Unaudited)

|                               |  |                                                       |  |           |            |         |  |  |  |  |
|-------------------------------|--|-------------------------------------------------------|--|-----------|------------|---------|--|--|--|--|
| Sector                        |  | Contract                                              |  | FairValue |
| Currencies                    |  |                                                  |  |      |       |    |
|                          |  | Unrealizeddepreciation on forward contracts(1.50)%    |  | $         | (1,228,227 | )  |
|                          |  | Unrealizedappreciation on forward contracts3.39%      |  |      | 2,770,355  |    |
| TotalCurrencies1.89%          |  |                                                  |  |      | 1,542,128  |    |
| Energy0.22%                   |  | Futures contracts sold0.22%                           |  |      | 177,928    |    |
| Grains(0.03)%                 |  | Futures contracts sold(0.03)%                         |  |      | (23,961    | )  |
| InterestRates Non-U.S. 0.18%  |  | Futures contracts purchased0.18%                      |  |      | 146,737    |    |
| InterestRates U.S.            |  |                                                  |  |      |       |    |
|                          |  | Futures contracts sold0.03%                           |  |      | 23,093     |    |
|                          |  | Futurescontracts purchased0.31%                       |  |      | 251,442    |    |
| TotalInterest Rates U.S.0.34% |  |                                                  |  |      | 274,535    |    |
| Livestock(0.01)%              |  | Futures contracts purchased(0.01)%                    |  |      | (5,160     | )  |
| Metals                        |  |                                                  |  |      |       |    |
|                          |  | Futurescontracts purchased(0.11)%                     |  |      | (87,350    | )  |
|                          |  | Unrealizeddepreciation on forward contracts(1.55)%    |  |      | (1,265,755 | )  |
|                          |  | Unrealizedappreciation on forward contracts1.09%      |  |      | 890,470    |    |
|                          |  |     Totalforward contracts(0.46)% |  |      | (375,285   | )  |
| TotalMetals(0.57)%            |  |                                                  |  |      | (462,635   | )  |
| Softs(0.03)%                  |  | Futures contracts purchased(0.03)%                    |  |      | (20,422    | )  |
| Indices                       |  |                                                  |  |      |       |    |
|                          |  | Futures contracts sold0.01%                           |  |      | 5,880      |    |
|                          |  | Futurescontracts purchased1.15%                       |  |      | 940,064    |    |
| TotalIndices1.16%             |  |                                                  |  |      | 945,944    |    |
| TotalFair Value3.15%          |  |                                                  |  | $         | 2,575,094  |    |
|                               |

|                    |  |                           |           |                              |  |        |        |          |  |  |
|--------------------|--|---------------------------|-----------|------------------------------|--|--------|--------|----------|--|--|
| CountryComposition |  | Investments at Fair Value |           | %ofInvestments at Fair Value |
| Australia          |  | $                         | (3,365    | )                       |  |   | (0.13  | )%  |
| France             |  |                      | (2,885    | )                       |  |   | (0.11  | )   |
| Germany            |  |                      | 126,129   |                         |  |   | 4.90   |     |
| HongKong           |  |                      | (515      | )                       |  |   | (0.02  | )   |
| Japan              |  |                      | 130,426   |                         |  |   | 5.06   |     |
| Spain              |  |                      | 139,237   |                         |  |   | 5.41   |     |
| UnitedKingdom      |  |                      | (140,006  | )                       |  |   | (5.44  | )   |
| UnitedStates       |  |                      | 2,326,073 |                         |  |   | 90.33  |     |
|               |  | $                         | 2,575,094 |                         |  |   | 100.00 | %   |
|                    |

Percentagesare based on Partners' capital unless otherwise indicated.

See Accompanying Notes to FinancialStatements.

5

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Citigroup Fairfield Futures Fund L.P.IIStatements of Income and Expenses and Partners'Capital(Unaudited)

|                                                                                                                                         |  |                                |            |                               |  |                                                                            |            |         |  |        |             |         |  |        |             |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------|--|--------------------------------|------------|-------------------------------|--|----------------------------------------------------------------------------|------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                                                                    |  | ThreeMonths EndedSeptember 30, |            | Nine Months EndedSeptember30, |  | Period FromMarch 15, 2004(CommencementofTrading Operations)To September30, |
|                                                                                                                                    |  | 2005                           |            | 2004                          |  | 2005                                                                       |            | 2004    |
| **Income:**                                                                                                                             |  |                           |       |                          |  |                                                                       |       |    |  |   |        |    |  |   |        |    |
| Netgains (losses) on trading of commodityinterests:                                                                                     |  |                           |       |                          |  |                                                                       |       |    |  |   |        |    |  |   |        |    |
| Realized gains(losses) on closed positions                                                                                              |  | $                              | 2,930,058  |                          |  | $                                                                          | (5,267,414 | )  |  | $      | (5,405,049  | )  |  | $      | (10,137,774 | )  |
| Changein unrealized gains (losses) onopenpositions                                                                                      |  |                           | 39,084     |                          |  |                                                                       | 4,001,522  |    |  |   | (1,326,686  | )  |  |   | 2,745,122   |    |
|                                                                                                                                    |  |                           | 2,969,142  |                          |  |                                                                       | (1,265,892 | )  |  |   | (6,731,735  | )  |  |   | (7,392,652  | )  |
| Interestincome                                                                                                                          |  |                           | 573,336    |                          |  |                                                                       | 144,974    |    |  |   | 1,405,442   |    |  |   | 227,213     |    |
|                                                                                                                                    |  |                           | 3,542,478  |                          |  |                                                                       | (1,120,918 | )  |  |   | (5,326,293  | )  |  |   | (7,165,439  | )  |
| **Expenses:**                                                                                                                           |  |                           |       |                          |  |                                                                       |       |    |  |   |        |    |  |   |        |    |
| Brokeragecommissions including clearing fees of $18,592, $13,777, $43,136 and$23,078, respectively                                      |  |                           | 982,651    |                          |  |                                                                       | 701,297    |    |  |   | 2,936,298   |    |  |   | 1,282,189   |    |
| Management fees                                                                                                                         |  |                           | 412,381    |                          |  |                                                                       | 293,245    |    |  |   | 1,205,903   |    |  |   | 538,855     |    |
| Administrative fees                                                                                                                     |  |                           | 103,094    |                          |  |                                                                       | 73,312     |    |  |   | 301,474     |    |  |   | 134,712     |    |
| Other                                                                                                                                   |  |                           | 25,833     |                          |  |                                                                       | 54,407     |    |  |   | 95,690      |    |  |   | 83,399      |    |
|                                                                                                                                    |  |                           | 1,523,959  |                          |  |                                                                       | 1,122,261  |    |  |   | 4,539,365   |    |  |   | 2,039,155   |    |
| **Net income(loss)**                                                                                                                    |  |                           | 2,018,519  |                          |  |                                                                       | (2,243,179 | )  |  |   | (9,865,658  | )  |  |   | (9,204,594  | )  |
| Additions – Limited Partners                                                                                                      |  |                           | 5,440,000  |                          |  |                                                                       | 16,500,000 |    |  |   | 20,461,000  |    |  |   | 45,808,000  |    |
|   – General Partner                                                                                                     |  |                           | —    |                          |  |                                                                       | 100,000    |    |  |   | —     |    |  |   | 395,000     |    |
| Redemptions                                                                                                                             |  |                           | (8,017,264 | )                        |  |                                                                       | (4,894,671 | )  |  |   | (13,613,740 | )  |  |   | (5,076,999  | )  |
| Net increase (decrease) in Partners' capital                                                                                            |  |                           | (558,745   | )                        |  |                                                                       | 9,462,150  |    |  |   | (3,018,398  | )  |  |   | 31,921,407  |    |
| Proceeds from Offering – LimitedPartners                                                                                          |  |                           | —    |                          |  |                                                                       | —    |    |  |   | —     |    |  |   | 28,502,000  |    |
|   – SpecialLimited                                                                                                      |  |                           |       |                          |  |                                                                       |       |    |  |   |        |    |  |   |        |    |
|   Partner                                                                                                                     |  |                           | —    |                          |  |                                                                       | —    |    |  |   | —     |    |  |   | 100,000     |    |
|   –GeneralPartner                                                                                                       |  |                           | —    |                          |  |                                                                       | —    |    |  |   | —     |    |  |   | 286,000     |    |
| Offeringcosts                                                                                                                           |  |                           | —    |                          |  |                                                                       | —    |    |  |   | —     |    |  |   | (75,000     | )  |
| Partners'capital, beginning ofperiod                                                                                                    |  |                           | 79,249,399 |                          |  |                                                                       | 51,272,257 |    |  |   | 81,709,052  |    |  |   | —     |    |
| Partners' capital, end ofperiod                                                                                                         |  | $                              | 78,690,654 |                          |  | $                                                                          | 60,734,407 |    |  | $      | 78,690,654  |    |  | $      | 60,734,407  |    |
| Net asset value per Redeemable Unit (97,741.6918 and74,635.6143Redeemable Units outstanding at September 30, 2005 and2004,respectively) |  | $                              | 805.09     |                          |  | $                                                                          | 813.75     |    |  | $      | 805.09      |    |  | $      | 813.75      |    |
| Net income (loss) per Redeemable Unit of Limited PartnershipInterest and General Partner Unitequivalent                                 |  | $                              | 19.64      |                          |  | $                                                                          | (33.11     | )  |  | $      | (102.55     | )  |  | $      | (186.25     | )  |
| RedemptionNet asset value per Unit                                                                                                      |  | $                              | 805.26     |                          |  | $                                                                          | 814.48     |    |  | $      | 805.26      |    |  | $      | 814.48      |    |
|                                                                                                                                         |

SeeAccompanying Notes to Financial Statements.

6

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Citigroup Fairfield Futures Fund L.P.IIStatements of CashFlows(Unaudited)

|                                                                                                 |  |                                |            |                               |  |                                                                            |             |         |  |        |             |         |  |        |             |         |  |  |
|-------------------------------------------------------------------------------------------------|--|--------------------------------|------------|-------------------------------|--|----------------------------------------------------------------------------|-------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                            |  | ThreeMonths EndedSeptember 30, |            | Nine Months EndedSeptember30, |  | Period fromMarch 15, 2004(CommencementofTrading Operations)to September30, |
|                                                                                            |  | 2005                           |            | 2004                          |  | 2005                                                                       |             | 2004    |
| Cashflows from operatingactivities:                                                             |  |                           |       |                          |  |                                                                       |        |    |  |   |        |    |  |   |        |    |
| Net income(loss)                                                                                |  | $                              | 2,018,519  |                          |  | $                                                                          | (2,243,179  | )  |  | $      | (9,865,658  | )  |  | $      | (9,204,594  | )  |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operatingactivities: |  |                           |       |                          |  |                                                                       |        |    |  |   |        |    |  |   |        |    |
| Changesin operating assets andliabilities:                                                      |  |                           |       |                          |  |                                                                       |        |    |  |   |        |    |  |   |        |    |
| (Increase)decrease in restrictedcash                                                            |  |                           | 5,748,654  |                          |  |                                                                       | (5,210,265  | )  |  |   | 6,656,159   |    |  |   | (9,335,080  | )  |
| (Increase) decrease in net unrealized appreciation onopen futures positions                     |  |                           | 500,557    |                          |  |                                                                       | (2,790,820  | )  |  |   | 812,044     |    |  |   | (2,790,820  | )  |
| (Increase) decrease in unrealized appreciation on openforwardcontracts                          |  |                           | 444,960    |                          |  |                                                                       | (194,863    | )  |  |   | 1,872,247   |    |  |   | (447,098    | )  |
| (Increase) decrease in interest receivable                                                      |  |                           | (9,216     | )                        |  |                                                                       | (8,715      | )  |  |   | (43,993     | )  |  |   | (20,408     | )  |
| Increase(decrease) in unrealized depreciation on open futures contracts                         |  |                           | —    |                          |  |                                                                       | (888,949    | )  |  |   | —     |    |  |   | —     |    |
| Increase(decrease) in unrealized depreciation on open forward contracts                         |  |                           | (984,601   | )                        |  |                                                                       | (126,890    | )  |  |   | (1,357,605  | )  |  |   | 492,797     |    |
| Accruedexpenses:                                                                                |  |                           |       |                          |  |                                                                       |        |    |  |   |        |    |  |   |        |    |
| Increase(decrease) in commissions                                                               |  |                           | 8,813      |                          |  |                                                                       | 38,691      |    |  |   | (12,433     | )  |  |   | 229,450     |    |
| Increase(decrease) in managementfees                                                            |  |                           | 4,093      |                          |  |                                                                       | 17,044      |    |  |   | (5,316      | )  |  |   | 101,467     |    |
| Increase(decrease) in administrative fees                                                       |  |                           | 1,023      |                          |  |                                                                       | 4,262       |    |  |   | (1,329      | )  |  |   | 25,367      |    |
| Increase(decrease) in due to CGM for offering costs                                             |  |                           | (9,891     | )                        |  |                                                                       | (8,791      | )  |  |   | (28,022     | )  |  |   | 57,405      |    |
| Increase (decrease) inother                                                                     |  |                           | (116,159   | )                        |  |                                                                       | 53,777      |    |  |   | (100,968    | )  |  |   | 82,160      |    |
| Net cash provided by (used in) operatingactivities                                              |  |                           | 7,606,752  |                          |  |                                                                       | (11,358,698 | )  |  |   | (2,074,874  | )  |  |   | (20,809,354 | )  |
| Cashflows from financingactivities:                                                             |  |                           |       |                          |  |                                                                       |        |    |  |   |        |    |  |   |        |    |
| Proceeds fromadditions – LimitedPartners                                                  |  |                           | 5,440,000  |                          |  |                                                                       | 16,500,000  |    |  |   | 20,461,000  |    |  |   | 45,808,000  |    |
| Proceedsfrom additions – GeneralPartner                                                   |  |                           | —    |                          |  |                                                                       | 100,000     |    |  |   | —     |    |  |   | 395,000     |    |
| Paymentsfor redemptions – LimitedPartners                                                 |  |                           | (4,963,545 | )                        |  |                                                                       | (3,972,026  | )  |  |   | (11,245,963 | )  |  |   | (4,097,544  | )  |
| Netcash provided by (used in) Financingactivities                                               |  |                           | 476,455    |                          |  |                                                                       | 12,627,974  |    |  |   | 9,215,037   |    |  |   | 42,105,456  |    |
| Netchange inCash                                                                                |  |                           | 8,083,207  |                          |  |                                                                       | 1,269,276   |    |  |   | 7,140,163   |    |  |   | 21,296,102  |    |
| Unrestrictedcash, at beginning ofperiod                                                         |  |                           | 69,855,958 |                          |  |                                                                       | 48,839,826  |    |  |   | 70,799,002  |    |  |   | 28,813,000  |    |
| Unrestricted cash, at end ofperiod                                                              |  | $                              | 77,939,165 |                          |  | $                                                                          | 50,109,102  |    |  | $      | 77,939,165  |    |  | $      | 50,109,102  |    |
|                                                                                                 |

SeeAccompanying Notes to FinancialStatements.

7

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Citigroup FairfieldFutures Fund L.P. II Notes to Financial Statements September30, 2005 (Unaudited)

1.    General:

CitigroupFairfield Futures Fund L.P. II (the"Partnership") is a limited partnership whichwas organized on December 18, 2003 under the partnership laws of theState of New York to engage in the speculative trading of a diversifiedportfolio of commodity interests including futures contracts, optionsand forward contracts. The commodity interests that are traded by thePartnership are volatile and involve a high degree of market risk.

During the initial offering period (January 12, 2004 throughMarch  12, 2004), the Partnership sold 28,601 redeemable units ofLimited Partnership Interest ("RedeemableUnits") and 285 Units of General Partnership Interest. ThePartnership commenced trading on March 15, 2004.

CitigroupManaged Futures LLC acts as the general partner (the"General Partner") of the Partnership. ThePartnership's commodity broker is Citigroup Global Markets Inc.("CGM"), CGM is an affiliate of the GeneralPartner. The General Partner is wholly owned by Citigroup GlobalMarkets Holdings Inc. ("CGMHI"), which is thesole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc.As of September 30, 2005, all trading decisions for the Partnership aremade by Graham Capital Management, L.P. (the"Advisor").

The accompanying financialstatements are unaudited but, in the opinion of management, include alladjustments, consisting only of normal recurring adjustments, necessaryfor a fair presentation of the Partnership's financial conditionat September 30, 2005 and December 31, 2004 and the results of itsoperations and cash flows for the three and nine months ended September30, 2005, the three months ended September 30, 2004 and the period fromMarch 15, 2004 to September  30,  2004. These financialstatements present the results of interim periods and do not includeall disclosures normally provided in annual financial statements. Youshould read these financial statements together with the financialstatements and notes included in the Partnership's Annual Reportfor the year ended December 31, 2004.

Due to the nature ofcommodity trading, the results of operations for the interim periodspresented should not be considered indicative of the results that maybe expected for the entire year.

8

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Citigroup Fairfield Futures Fund L.P.II Notes to Financial Statements September 30, 2005(Unaudited)

2.    Financial Highlights:

Changes inNet Asset Value per Redeemable Unit of Limited Partnership Interest forthe three and nine months ended September 30, 2005, the three monthsended September 30, 2004 and the period from March 15, 2004(commencement of trading operations) to September 30, 2004 were asfollows:

|                                                                                            |  |                                |        |                               |  |                                                                               |        |         |  |        |         |         |  |        |          |         |  |  |
|--------------------------------------------------------------------------------------------|--|--------------------------------|--------|-------------------------------|--|-------------------------------------------------------------------------------|--------|---------|--|--------|---------|---------|--|--------|----------|---------|--|--|
|                                                                                       |  | ThreeMonths EndedSeptember 30, |        | Nine Months EndedSeptember30, |  | For the PeriodMarch 15, 2004(commencementoftrading operations)to September30, |
|                                                                                       |  | 2005                           |        | 2004                          |  | 2005                                                                          |        | 2004    |
| Netrealized and unrealized gains(losses)*                                                  |  | $                              | 19.34  |                          |  | $                                                                             | (29.12 | )  |  | $      | (100.50 | )  |  | $      | (176.75  | )  |
| Interestincome                                                                             |  |                           | 5.58   |                          |  |                                                                          | 2.07   |    |  |   | 13.99   |    |  |   | 3.83     |    |
| Expenses**                                                                                 |  |                           | (5.28  | )                        |  |                                                                          | (6.06  | )  |  |   | (16.04  | )  |  |   | (13.33   | )  |
| Increase(decrease) for theperiod                                                           |  |                           | 19.64  |                          |  |                                                                          | (33.11 | )  |  |   | (102.55 | )  |  |   | (186.25  | )  |
| NetAsset Value per Redeemable Unit, beginning ofperiod                                     |  |                           | 785.45 |                          |  |                                                                          | 846.86 |    |  |   | 907.64  |    |  |   | 1,000.00 |    |
| NetAsset Value per Redeemable Unit, end ofperiod                                           |  | $                              | 805.09 |                          |  | $                                                                             | 813.75 |    |  | $      | 805.09  |    |  | $      | 813.75   |    |
| Redemption/subscriptionvalue per Redeemable Unit versus Net Asset value per RedeemableUnit |  |                           | 0.17   |                          |  |                                                                          | 0.73   |    |  |   | 0.17    |    |  |   | 0.73     |    |
| Redemption/subscriptionvalue per Redeemable Unit, end ofperiod***                          |  | $                              | 805.26 |                          |  | $                                                                             | 814.48 |    |  | $      | 805.26  |    |  | $      | 814.48   |    |
|                                                                                            |

|   |                                |
|---|--------------------------------|
| * | Includesbrokerage commissions. |

|    |                                |
|----|--------------------------------|
| ** | Excludesbrokerage commissions. |

|     |                                                                                                                                                                         |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *** | For thepurpose of a redemption/subscription, any remaining accrued liabilityfor reimbursement of offering costs will not reduceredemption/subscription net asset value. |

9

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Citigroup Fairfield Futures Fund L.P.II Notes to Financial Statements September 30, 2005(Unaudited)

2.    Financial Highlights (continued):

|                                               |  |                                 |         |                               |  |                                                                               |         |          |  |        |         |          |  |        |         |          |  |  |
|-----------------------------------------------|--|---------------------------------|---------|-------------------------------|--|-------------------------------------------------------------------------------|---------|----------|--|--------|---------|----------|--|--------|---------|----------|--|--|
|                                          |  | ThreeMonths Ended September 30, |         | Nine Months EndedSeptember30, |  | For the PeriodMarch 15, 2004(commencementoftrading operations)to September30, |
|                                          |  | 2005                            |         | 2004                          |  | 2005                                                                          |         | 2004     |
| Ratioto average net assets:****               |  |                            |    |                          |  |                                                                          |    |     |  |   |    |     |  |   |    |     |
| Netinvestment loss before incentive fees***** |  |                            | (4.8    | )%                       |  |                                                                          | (7.1    | )%  |  |   | (5.3    | )%  |  |   | (8.4    | )%  |
| Operatingexpenses                             |  |                            | 7.6     | %                        |  |                                                                          | 8.2     | %   |  |   | 7.7     | %   |  |   | 8.0     | %   |
| Incentivefees                                 |  |                            | — | %                        |  |                                                                          | — | %   |  |   | — | %   |  |   | — | %   |
| Totalexpenses                                 |  |                            | 7.6     | %                        |  |                                                                          | 8.2     | %   |  |   | 7.7     | %   |  |   | 8.0     | %   |
| Totalreturn:                                  |  |                            |    |                          |  |                                                                          |    |     |  |   |    |     |  |   |    |     |
| Total return beforeincentivefees              |  |                            | 2.5     | %                        |  |                                                                          | (3.9    | )%  |  |   | (11.3   | )%  |  |   | (18.6   | )%  |
| Incentivefees                                 |  |                            | — | %                        |  |                                                                          | — | %   |  |   | — | %   |  |   | — | %   |
| Totalreturn after incentivefees               |  |                            | 2.5     | %                        |  |                                                                          | (3.9)   | %   |  |   | (11.3   | )%  |  |   | (18.6   | )%  |
|                                               |

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

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

The aboveratios may vary for individual investors based on the timing of capitaltransactions during the period. Additionally, these ratios arecalculated for the Limited Partner class using the LimitedPartners' share of income, expenses and average netassets.

10

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Citigroup Fairfield Futures Fund L.P.II Notes to Financial Statements September 30, 2005(Unaudited)

3.    Offering Costs:

Offering andorganization costs of $75,000 relating to the issuance and marketing ofthe partnership's Redeemable Units offered were initially paid byCGM. These costs have been recorded as due to CGM in the statement offinancial condition. These costs are being reimbursed to CGM by thePartnership in 24 equal monthly installments (together with interest atthe prime rate quoted by the JP Morgan Chase & Co.).

As ofSeptember 30, 2005, $54,449 of these costs have been reimbursed to CGMby the Partnership.

In addition, the Partnership has recordedinterest expense of $2,947 through September 30, 2005, which isincluded in other expenses.

The remaining deferred liability forthese costs due to CGM of $20,551 (exclusive of interest charges) willnot reduce Net Asset Value per Redeemable Unit for any purpose (otherthan financial reporting), including calculation of advisory andbrokerage fees and the redemption/subscription value of RedeemableUnits.

4.    Trading Activities:

The Partnership wasformed for the purpose of trading contracts in a variety of commodityinterests, including derivative financial instruments and derivativecommodity instruments. The results of the Partnership's tradingactivities are shown in the Statements of Income and Expenses andPartners' Capital and are discussed in Item 2, Management'sDiscussion and Analysis of Financial Condition and Results ofOperations.

The Customer Agreement between the Partnership andCGM gives the Partnership the legal right to net unrealized gains andlosses on open futures positions.

All of the commodity interestsowned by the Partnership are held for trading purposes. The averagefair values of these interests during the nine months ended September30, 2005 and the period from March 15, 2004 (commencement of tradingoperations) to December 31, 2004, based on a monthly calculation, were$(79,982) and $972,065, respectively. The fair values of thesecommodity interests, including options thereon, if applicable, atSeptember 30, 2005 and December 31, 2004, were $1,248,408 and$2,575,094, respectively. Fair values for exchange traded commodityfutures and options are based on quoted market prices for those futuresand options. Fair values for all other financial instruments for whichmarket quotations are not readily available are based on calculationsapproved by the General Partner.

5.    Financial InstrumentRisks:

In the normal course of its business, the Partnership isparty to financial instruments with off-balance sheet risk, includingderivative 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 referencerate, and generally represent future commitments to exchange currenciesor cash flows, to purchase or sell other financial instruments atspecific terms at specified future dates, or, in the case of derivativecommodity instruments, to have a reasonable possibility to be settledin cash, through physical delivery or with another financialinstrument. These instruments may be traded on an exchange orover-the-counter ("OTC"). Exchange tradedinstruments are standardized and include futures and certain optioncontracts. OTC contracts are negotiated between contracting parties andinclude forwards and certain options.

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

11

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Citigroup Fairfield Futures Fund L.P.II Notes to Financial Statements September 30, 2005(Unaudited)

Market risk is the potential for changes in thevalue of the financial instruments traded by the Partnership due tomarket changes, including interest and foreign exchange rate movementsand fluctuations in commodity or security prices. Market risk isdirectly impacted by the volatility and liquidity in the markets inwhich the related underlying assets are traded.

Credit risk isthe possibility that a loss may occur due to the failure of acounterparty to perform according to the terms of a contract. Creditrisk with respect to exchange traded instruments is reduced to theextent that an exchange or clearing organization acts as a counterpartyto the transactions. The Partnership's risk of loss in the eventof counterparty default is typically limited to the amounts recognizedas unrealized appreciation in the statements of financial condition andnot represented by the contract or notional amounts of the instruments.The Partnership has credit risk and concentration risk because the solecounterparty or broker with respect to the Partnership's assetsis CGM.

The General Partner monitors and controls thePartnership's risk exposure on a daily basis through financial,credit and risk management monitoring systems, and accordingly believesthat it has effective procedures for evaluating and limiting the creditand market risks to which the Partnership is subject. These monitoringsystems allow the General Partner to statistically analyze actualtrading results with risk-adjusted performance indicators andcorrelation statistics. In addition, on-line monitoring systems provideaccount analysis of futures, forward and option positions by sector,margin requirements, gain and loss transactions and collateralpositions.

The majority of these instruments mature within oneyear of September 30, 2005. However, due to the nature of thePartnership's business, these instruments may not be held tomaturity.

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Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations.

Liquidity andCapital Resources

The Partnership does not engage in thesale of goods or services. Its only assets are its equity in itscommodity futures trading account, consisting of cash, net unrealizedappreciation (depreciation) on open futures and forward contracts andinterest receivable. Because of the low margin deposits normallyrequired in commodity futures trading, relatively small price movementsmay result in substantial losses to the Partnership. While substantiallosses could lead to a substantial decrease in liquidity, no suchlosses occurred in the third quarter of 2005.

ThePartnership's capital consists of capital contributions, asincreased or decreased by realized and/or unrealized gains or losses oncommodity futures trading and expenses, interest income, redemptions ofRedeemable Units and distributions of profits, if any.

For thenine months ended September 30, 2005, Partnership capital decreased3.7% from $81,709,052 to $78,690,654. This decrease wasattributable to a net loss from operations of $9,865,658, coupled withthe redemption of 17,005.2003 Redeemable Units of Limited PartnershipInterest totaling $13,613,740, which was partially offset by theaddition of 24,724.0228 Redeemable Units totalling $20,461,000, Futureredemptions can impact the amount of funds available for investment incommodity contract positions in subsequent periods.

Critical Accounting Policies

The preparationof financial statements in conformity with accounting principlesgenerally accepted in the United States of America requires managementto make estimates and assumptions that affect the reported amounts ofassets and liabilities, disclosures of contingent assets andliabilities at the date of the financial statements and reportedamounts of revenues and expenses during the reporting period. Actualresults could differ from these estimates.

All commodityinterests (including derivative financial instruments and derivativecommodity instruments) are used for trading purposes. The commodityinterests are recorded on trade date and open contracts are recorded inthe statements of financial condition at fair value on the lastbusiness day of the period, which represents market value for thosecommodity interests for which market quotations are readily availableor other measures of fair value deemed appropriate by management of theGeneral Partner for those commodity interests and foreign currenciesfor which market quotations are not readily available. Investments incommodity interests denominated in foreign currencies are translatedinto U.S. dollars at the exchange rates prevailing on the last businessday of the period. Realized gains (losses) and changes in unrealizedvalues on open positions are recognized in the period in which thecontract is closed or the changes occur and are included in net gains(losses) on trading of commodity interests.

Foreign currencycontracts are those contracts where the Partnership agrees to receiveor deliver a fixed quantity of foreign currency for an agreed-uponprice on an agreed future date. Foreign currency contracts are valueddaily, and the Partnership's net equity therein, representingunrealized gain or loss on the contracts as measured by the differencebetween the forward foreign exchange rates at the dates of entry intothe contracts and the forward rates at the reporting date, is includedin the statements of financial condition. Realized gains (losses) andchanges in unrealized values on foreign currency contracts arerecognized in the period in which the contract is closed or the changesoccur and are included in the statements of income and expenses andpartners' capital.

Results ofOperations

During the Partnership's third quarter of2005, the net asset value per Redeemable Unit increased 2.5%from $785.45 to $805.09 as compared to a decrease of 3.9% in thethird quarter of 2004. The Partnership experienced a net trading gainbefore brokerage commissions and related fees in the third quarter of2005 of $2,969,142. Gains were primarily attributable to the trading ofcommodity futures in energy, metals, softs and indices and werepartially offset by losses in currencies, grains, U.S. interest rates,non-U.S. interest rates and livestock. The Partnership experienced anet trading loss before brokerage commissions and related fees in thethird quarter of 2004 of $1,265,892. Losses were primarily attributableto the trading of commodity futures in currencies, U.S. interest rates,livestock, metals and indices and were partially offset by gains inenergy, grains and non-U.S. interest rates.

13

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Third Quarter results reflect strongtrends and profitable trading in the energy and stock index marketswith directionless and volatile prices in interest rates and currenciesproducing losses. Periodic trading opportunities in metals and softsgenerated small gains. The overall net result was positive for thequarter.

The quarter started with a reversing trend in U.S. andEuropean fixed income instruments as yields began to rise prompted byU.S. central bank rate increases. This volatility continued through theremainder of the quarter and led to the greatest sector loss for thePartnership. The most profitable trends for the quarter, however, werein the energy markets as crude oil and natural gas prices rose tohistoric levels. Substantial profits were made in trading these marketswhich saw recent trends exacerbated by the impact of the two Gulf Coasthurricanes.

Prospects of improving economic conditions in Japanled to strong profits in Nikkei stock index trading and combined withsolid second quarter corporate profits led to profits in U.S. stockindex trading as well. Offsetting profitable stock index trading werelosses in foreign currency trading. The most notable event in thismarkets was the Chinese government decision to unpeg the yuan from theU.S. dollar and the yuan's subsequent upward revaluation. Thisled to near continuous adjustments in the relation of the majorcurrencies throughout the quarter and range-bound trading in the U.S.dollar. While other commodity markets produced lackluster price trends,precious metals, particularly gold rose to over $400 an ounce, itshighest level in 15 years and produced additional profits for thePartnership's Advisor.

During the Partnership's ninemonths ended September 30, 2005, the net asset value per RedeemableUnit decreased 11.3% from $907.64 to $805.09 as compared to adecrease of 18.6% for the period from March 15, 2004 toSeptember 30, 2004. The Partnership experienced a net trading lossbefore brokerage commissions and related fees during the nine monthsended September 30, 2005 of $6,371,735. Losses were primarilyattributable to the trading of commodity futures in currencies, grains,U.S. interest rates and non-U.S. interest rates, livestock, metals andsofts and were partially offset by gains in energy and indices. ThePartnership experienced a net trading loss before brokerage commissionsand related fees during the period from March 15, 2004 to September 30,2004 of $7,392,652. Losses were primarily attributable to the tradingof commodity futures in currencies, U.S. interest rates and non-U.S.interest rates, livestock, metals, softs and indices and were partiallyoffset by gains in energy and grains.

Commodity futures marketsare highly volatile. The potential for broad and rapid pricefluctuations increases the risks involved in commodity trading, butalso increases the possibility of profit. The profitability of thePartnership depends on the existence of major price trends and theability of the Advisor to correctly identify those price trends. Pricetrends are influenced by, among other things, changing supply anddemand relationships, weather, governmental, agricultural, commercialand trade programs and policies, national and international politicaland economic events and changes in interest rates. To the extent thatmarket trends exist and the Advisor is able to identify them, thePartnership expects to increase capital through operations.

Interest income on 80% of the Partnership's dailyaverage equity maintained in cash was earned at a 30-day U.S. Treasurybill rate determined weekly by CGM based on the average non-competitiveyield on 3-month U.S. Treasury bills maturing in 30 days. CGM maycontinue to maintain the Partnership's assets in cash and/orplace all of the Partnership's assets in 90-day Treasury billsand pay the Partnership 80% of the interest earned on theTreasury bills purchased. CGM will retain 20% of any interestearned on Treasury bills. Interest income for the three and nine monthsended September 30, 2005 increased by $428,362 and $1,178,229,respectively, as compared to the corresponding periods in 2004. Theincrease in interest income is primarily due to higher interest ratesduring the three and nine months ended September 30, 2005 as comparedto the three months ended September 30, 2004 and the period from March15, 2004 to September 30, 2004.

Brokerage commissions arecalculated as a percentage of the Partnership's adjusted netasset value on the last day of each month and are affected by tradingperformance, additions and redemptions. Accordingly, they must beanalyzed in relation to the fluctuations in the monthly net assetvalues. Commissions and fees for the three and nine months endedSeptember 30, 2005 increased by $281,354 and $1,654,109, respectively,as compared to the corresponding periods in 2004. The increase inbrokerage 

14

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commissions is due to higher month-end netassets during the three and nine months ended September 30, 2005 ascompared to the three months ended September 30, 2004 and the periodfrom March 15, 2004 to September 30, 2004.

Management fees arecalculated as a percentage of the Partnership's net asset valueas of the end of each month and are affected by trading performance,additions and redemptions. Management fees for the three and ninemonths ended September 30, 2005 increased by $119,136 and $667,048,respectively, as compared to the three months ended September 30, 2004and the period from March 15, 2004 to September 30, 2004. The increasein management fees is due to higher month-end net assets during thethree and nine months ended September 30, 2005 as compared to the threemonths ended September 30, 2004 and the period from March 15, 2004 toSeptember 30, 2004.

Administrative fees are paid to the GeneralPartner for administering the business and affairs of the Partnership.These fees are calculated as a percentage of the Partnership'snet asset value as of the end of each month and are affected by tradingperformance and redemptions. Administrative fees for the three and ninemonths ended September 30, 2005 increased by $29,782 and $166,762,respectively, as compared to the corresponding periods in 2004. Theincrease in administrative fees is due to higher month-end net assetsduring the three and nine months ended September 30, 2005 as comparedto the three months ended September 30, 2004 and the period from March15, 2004 to September 30, 2004.

Special Limited Partner profitshare allocations (incentive fees) are based on the new trading profitsgenerated by the Advisor at the end of the quarter, as defined in theadvisory agreement between the Partnership, the General Partner and theAdvisor. There were no profit share allocations earned for the three ornine months ended September 30, 2005 or the three months endedSeptember 30, 2004 and the period from March 15, 2004 to September 30,2004.

15

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Item 3.    Quantitative and QualitativeDisclosures about Market Risk

The Partnership is a speculativecommodity pool. The market sensitive instruments held by it areacquired for speculative trading purposes, and all or substantially allof the Partnership's assets are subject to the risk of tradingloss. Unlike an operating company, the risk of market sensitiveinstruments is integral, not incidental, to the Partnership'smain line of business.

Market movements result in frequentchanges in the fair market value of the Partnership's openpositions and, consequently, in its earnings and cash flow. ThePartnership's market risk is influenced by a wide variety offactors, including the level and volatility of interest rates, exchangerates, equity price levels, the market value of financial instrumentsand contracts, the diversification effects among thePartnership's open positions and the liquidity of the markets inwhich it trades.

The Partnership rapidly acquires and liquidatesboth long and short positions in a wide range of different markets.Consequently, it is not possible to predict how a particular futuremarket scenario will affect performance, and the Partnership'spast performance is not necessarily indicative of its futureresults.

Value at Risk is a measure of the maximum amount whichthe Partnership could reasonably be expected to lose in a given marketsector. However, the inherent uncertainty of the Partnership'sspeculative trading and the recurrence in the markets traded by thePartnership of market movements far exceeding expectations could resultin actual trading or non-trading losses far beyond the indicated Valueat Risk or the Partnership's experience to date (i.e.,"risk of ruin"). In light of the foregoing aswell as the risks and uncertainties intrinsic to all futureprojections, the inclusion of the quantification in this section shouldnot be considered to constitute any assurance or representation thatthe Partnership's losses in any market sector will be limited toValue at Risk or by the Partnership's attempts to manage itsmarket risk.

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

The followingtable indicates the trading Value at Risk associated with thePartnership's open positions by market category as of September30, 2005 and the highest, lowest and average values during the threemonths ended September 30, 2005. All open position trading riskexposures of the Partnership have been included in calculating thefigures set forth below. As of September 30, 2005, thePartnership's total capitalization was $78,690,654. There hasbeen no material change in the trading Value at Risk informationpreviously disclosed in the Partnership's Registration Statementon Form 10 filed on July 12, 2005.

September 30,2005(Unaudited)

|                                  |  |               |           |                         |  |                                     |        |                  |  |                      |           |        |  |        |           |        |  |        |           |        |  |  |
|----------------------------------|--|---------------|-----------|-------------------------|--|-------------------------------------|--------|------------------|--|----------------------|-----------|--------|--|--------|-----------|--------|--|--------|-----------|--------|--|--|
|                             |  |          |           |                    |  | Threemonths ended September 30,2005 |
| MarketSector                     |  | Value at Risk |           | % ofTotalCapitalization |  | High Value atRisk                   |        | LowValue at Risk |  | Average ValueatRisk* |
| Currencies                       |  |          |      |                    |  |                                |   |             |  |                 |      |   |  |   |      |   |  |   |      |   |
| –Exchange TradedContracts  |  | $             | 2,800     |                    |  |                                | 0.00   | %**         |  | $                    | 2,800     |   |  | $      | —   |   |  | $      | 933       |   |
| – OTC                      |  |          | 994,681   |                    |  |                                | 1.27   | %           |  |                 | 3,122,188 |   |  |   | 252,696   |   |  |   | 1,366,243 |   |
| Energy                           |  |          | 270,500   |                    |  |                                | 0.34   | %           |  |                 | 1,265,000 |   |  |   | 139,000   |   |  |   | 486,583   |   |
| Grains                           |  |          | 36,262    |                    |  |                                | 0.05   | %           |  |                 | 134,300   |   |  |   | 13,800    |   |  |   | 47,271    |   |
| Interest Rates U.S.              |  |          | 57,250    |                    |  |                                | 0.07   | %           |  |                 | 681,350   |   |  |   | 15,654    |   |  |   | 70,224    |   |
| Interest RatesNon-U.S.           |  |          | 154,811   |                    |  |                                | 0.20   | %           |  |                 | 750,461   |   |  |   | 75,501    |   |  |   | 175,744   |   |
| Metals                           |  |          |      |                    |  |                                |   |             |  |                 |      |   |  |   |      |   |  |   |      |   |
| –Exchange Traded Contracts |  |          | 81,000    |                    |  |                                | 0.10   | %           |  |                 | 81,000    |   |  |   | 14,000    |   |  |   | 27,000    |   |
| – OTC                      |  |          | 201,180   |                    |  |                                | 0.26   | %           |  |                 | 396,780   |   |  |   | 59,200    |   |  |   | 290,660   |   |
| Softs                            |  |          | 123,212   |                    |  |                                | 0.16   | %           |  |                 | 200,241   |   |  |   | 31,350    |   |  |   | 127,614   |   |
| Indices                          |  |          | 1,670,965 |                    |  |                                | 2.12   | %           |  |                 | 4,314,703 |   |  |   | 1,199,797 |   |  |   | 2,503,329 |   |
| Total                            |  | $             | 3,592,661 |                    |  |                                | 4.57   | %           |  |                 |      |   |  |   |      |   |  |   |      |   |
|                                  |

|   |                                    |
|---|------------------------------------|
| * | Averageof month-end Values at Risk |

|    |                |
|----|----------------|
| ** | Due torounding |

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Item 4.    Controls and Procedures

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

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PART II. OTHERINFORMATION

Item 1.    Legal Proceedings

Thefollowing information supplements and amends our discussion set forthunder Part II, Item 1, "Legal Proceedings" inthe Partnership's Quarterly Report on Form 10-Q for the quarterended June 30, 2005, and under Item 3 "LegalProceedings" in the Partnership's RegistrationStatement on Form 10 filed on July 12, 2005.

Enron Corp.

On August 4, 2005, a breach of contract action was filed in theUnited States District Court for the Southern District of New York,WESTPAC BANKING CORPORATION v. CITIBANK, N.A. The complaint allegesthat Citibank breached a representation and warranty in a CreditDefault Swap agreement entered into in December 2000 concerningEnron.

On August 26, 2005, a group of 15 plaintiffs filed anaction in the United States District Court for the Southern District ofTexas, AVENUE CAPITAL MANAGEMENT II, L.P., ET AL. v. J.P. MORGAN-CHASE& CO., ET AL. The complaint names as defendants Citigroup Inc.,Citibank, N.A., Citigroup Global Markets Inc., and several J.P. Morganentities and alleges fraud, breach of fiduciary duty and breach ofcontract arising out of Enron bank debt incurred under two syndicatedrevolving credit facilities and a syndicated letter of creditfacility.

WorldCom, Inc.

In STURM, ET AL. v. CITIGROUP,ET AL., an NASD arbitration seeking very significant compensatory andpunitive damages, Claimants' common law claims, including fraud,arising out of alleged research analyst conflicts of interest relatedto SSB research coverage of WorldCom, were heard this quarter.

Citigroup, along with other financial institution defendants,entered into a settlement in NEW YORK CITY EMPLOYEES' RETIREMENTSYSTEM v. EBBERS, ET AL., resolving all claims against theCitigroup-related defendants in this WorldCom-related action, which wasbrought by a plaintiff that opted out of the settlement of the WorldComclass action. The settlement amount is covered by existing litigationreserves.

Citigroup along with other financial institutions andother defendants, entered into a settlement resolving all claimsagainst the Citigroup-related defendants in 32 individual actions filedby a single law firm on behalf of 70 institutional plaintiffs that haveopted out of the WorldCom class action settlement. Plaintiffs in theseactions asserted various claims under federal and state law, including,among other things, federal and state securities claims, fraud,negligent misrepresentation and breach of fiduciary duty, in connectionwith the Citigroup-related defendants' research coverage, andunderwriting of WorldCom securities. The settlement amount is coveredby existing litigation reserves.

Global Crossing

OnSeptember 12, 2005, Citigroup entered into a settlement with the GlobalCrossing Estate Representative, resolving all claims pending in UnitedStates Bankruptcy Court for the Southern District of New York againstthe Citigroup-related defendants. The settlement amount is covered byexisting litigation reserves.

Research

On September 27,2005, Citigroup entered into a memorandum of agreement settling allclaims against the Citigroup-related defendants in IN RE SALOMONANALYST AT&T LITIGATION, a putative class action alleging researchanalyst conflicts of interest. The settlement amount is covered byexisting litigation reserves. The settlement is subject to judicialapproval.

On September 22, 2005, Citigroup reached anagreement-in-principle to settle all claims against theCitigroup-related defendants in NORMAN v. SALOMON SMITH BARNEY, ET AL.,a putative class 

18

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action asserting violations of the InvestmentAdvisers Act of 1940 and various common law claims in connection withcertain investors who maintained guided portfolio management accountsat Smith Barney. The settlement amount is covered by existinglitigation reserves. The settlement is subject to judicialapproval.

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

Adelphia

In May and July of 2005, the UnitedStates District Court for the Southern District of New York grantedmotions to dismiss several claims, based on the running of applicablestatute of limitations, asserted in the putative class and individualactions being coordinated under IN RE ADELPHIA COMMUNICATIONSCORPORATION SECURITIES AND DERIVATIVE LITIGATION. With the exception ofone individual action that was dismissed with prejudice, the courtgranted the putative class and individual plaintiffs leave to re-pleadcertain of those claims the court found to be time-barred. Additionalmotions to dismiss the class complaint and the remaining individualcomplaints on other grounds remain pending.

IPO SecuritiesLitigation

On June 30, 2005, the United States Court of Appealsfor the Second Circuit entered an order in IN RE INITIAL PUBLICOFFERING SECURITIES LITIGATION agreeing to review the districtcourt's order granting plaintiffs' motion for classcertification.

IPO Antitrust Litigation

On September28, 2005 the United States Court of Appeals for the Second Circuit inIN RE INITIAL PUBLIC OFFERING ANTITRUST LITIGATION vacated the districtcourt's order dismissing these actions and remanded for furtherproceedings.

Item 2.    Unregistered Sales of EquitySecurities and Use of Proceeds

For the three months endedSeptember 30, 2005 there were additional sales of 6,920.5086 RedeemableUnits of Limited Partnership totaling $5,440,000. The Redeemable Unitswere issued in reliance upon applicable exemptions from registrationunder section 4(2) of the Securities Act of 1933, as amended andsection 506 of Regulation D promulgated thereunder.

Proceedsfrom the sale of additional Redeemable Units are used in the trading ofcommodity interests including futures contracts, options and forwardscontracts.

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The following chart sets forth thepurchases of Redeemable Units by thePartnership.

|                                      |  |                                                 |             |                                             |  |                                                                                               |  |                                                                                                                          |     |        |  |        |     |        |  |  |  |  |
|--------------------------------------|--|-------------------------------------------------|-------------|---------------------------------------------|--|-----------------------------------------------------------------------------------------------|--|--------------------------------------------------------------------------------------------------------------------------|-----|--------|--|--------|-----|--------|--|--|--|--|
| Period                               |  | (a)Total Number of Shares (or Units) Purchased* |             | (b)Average Price Paid per Share (or Unit)** |  | (c) TotalNumber of Shares (or Units) Purchased as Part ofPublicly Announced Plans or Programs |  | (d) MaximumNumber (or Approximate Dollar Value) of Shares (orUnits) that May Yet Be Purchased Under the Plans orPrograms |
| July 1, 2005 - July31,2005           |  |                                            | 3,302.0135  |                                        |  | $780.61                                                                                       |  |                                                                                                                     | N/A |   |  |   | N/A |   |
| August1, 2005 - August 31,2005       |  |                                            | 1,861.5114  |                                        |  | $797.25                                                                                       |  |                                                                                                                     | N/A |   |  |   | N/A |   |
| September1, 2005 - September 30,2005 |  |                                            | 4,912.1883  |                                        |  | $805.26                                                                                       |  |                                                                                                                     | N/A |   |  |   | N/A |   |
| Total                                |  |                                            | 10,075.7132 |                                        |  | $794.37                                                                                       |  |                                                                                                                     | N/A |   |  |   | N/A |   |
|                                      |

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

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

Item3.    Defaults Upon Senior Securities – None

Item4.    Submission of Matters to a Vote of Security Holders –None

Item 5.    Other Information – None

Item6.    Exhibits

|        |                                                                                                                                                                                                       |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The exhibits required tobe filed by Item 601 of Regulation S-K are incorporated herein byreference to the exhibit index of the Partnership's RegistrationStatement on Form 10 filed on July 12, 2005. |

|        |                                                                                                             |
|--------|-------------------------------------------------------------------------------------------------------------|
|   | Exhibit – 31.1 – Rule13a-14(a)/15d-14(a) Certification (Certification of President andDirector) |

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

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

|        |                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------|
|   | Exhibit – 32.2 –Section 1350 Certification (Certification of Chief Financial Officerand Director). |

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SIGNATURES

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

CITIGROUP FAIRFIELD FUTURES FUND L.P. II

|        |  |                                                            |  |        |  |  |  |  |  |  |
|--------|--|------------------------------------------------------------|--|--------|--|--|--|--|--|--|
| By:    |  | CitigroupManaged Futures LLC                               |  |   |
|   |  | (General Partner)                                          |  |   |
| By:    |  | /s/    DavidJ. Vogel                   |  |   |
|   |  | David J.Vogel,President and Director                       |  |   |
| Date:  |  | November 14,2005                                           |  |   |
| By:    |  | /s/Daniel R. McAuliffe,Jr.                                 |  |   |
|   |  | Daniel R.McAuliffe, Jr.Chief Financial Officer andDirector |  |   |
| Date:  |  | November14, 2005                                           |  |   |
|        |

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