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 endedJune 30, 2005

Commission File Number0-51282

CITIGROUP FAIRFIELD FUTURES FUNDL.P. II

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|  |  |
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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 399Park Avenue – 7th Fl. New York, New York10022

|  |
|--|
|  |  |
|  |

(Address and ZipCode of principal executive offices)

(212)559-2011

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|--|
|  |  |
|  |

(Registrant'stelephone number, including area code)

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

YesX     No     

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

Yes        No X

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CITIGROUP FAIRFIELDFUTURES FUND L.P. II

FORM 10-Q

INDEX

|                               |  |                                                                                                                                                                                                         |    |            |                               |        |  |  |  |  |
|-------------------------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----|------------|-------------------------------|--------|--|--|--|--|
|                          |  |                                                                                                                                                                                                    |    | PageNumber |
| PARTI - FinancialInformation: |  |
| Item1.                        |  | FinancialStatements:                                                                                                                                                                                    |    |
|                          |  | Statements of FinancialConditionat June 30, 2005 and December 31,2004(unaudited).                                                                                                                       |    |       | 3                             |   |
|                          |  | CondensedSchedules of Investmentsat June 30, 2005 and December 31,2004(unaudited).                                                                                                                      |    |       | 4 – 5         |   |
|                          |  | Statementsof Income and Expensesand Partners' Capital for the threeandsix months ended June 30, 2005, thethree months ended June30, 2004 and the period from March 15, 2004 to June 30,2004(unaudited). |    |       | 6                             |   |
|                          |  | Statementsof Cash Flows for the three and six months ended June 30, 2005,thethree months ended June 30, 2004 and the period from March15, 2004 to June 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)

|                                                                                                                                         |  |             |            |                 |  |        |            |        |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------|--|-------------|------------|-----------------|--|--------|------------|--------|--|--|
|                                                                                                                                    |  | June30,2005 |            | December31,2004 |
| **Assets:**                                                                                                                             |  |        |       |            |  |   |       |   |
| Equityin commodity futures tradingaccount:                                                                                              |  |        |       |            |  |   |       |   |
| Cash (restricted$9,683,326 and $10,590,831 in 2005 and 2004,respectively)                                                               |  | $           | 79,539,284 |            |  | $      | 81,389,833 |   |
| Netunrealized appreciation on open futurespositions                                                                                     |  |        | 1,096,764  |            |  |   | 1,408,251  |   |
| Unrealizedappreciation on open forwardcontracts                                                                                         |  |        | 2,233,538  |            |  |   | 3,660,825  |   |
|                                                                                                                                    |  |        | 82,869,586 |            |  |   | 86,458,909 |   |
| Interestreceivable                                                                                                                      |  |        | 48,756     |            |  |   | 13,979     |   |
|                                                                                                                                    |  | $           | 82,918,342 |            |  | $      | 86,472,888 |   |
| **Liabilitiesand Partners'Capital:**                                                                                                    |  |        |       |            |  |   |       |   |
| Liabilities:                                                                                                                            |  |        |       |            |  |   |       |   |
| Unrealizeddepreciation on open forwardcontracts                                                                                         |  | $           | 2,120,978  |            |  | $      | 2,493,982  |   |
| Accruedexpenses:                                                                                                                        |  |        |       |            |  |   |       |   |
| Commissions                                                                                                                             |  |        | 298,827    |            |  |   | 320,073    |   |
| Managementfees                                                                                                                          |  |        | 132,072    |            |  |   | 141,481    |   |
| Administrativefees                                                                                                                      |  |        | 33,018     |            |  |   | 35,370     |   |
| Due toCitigroup GlobalMarkets                                                                                                           |  |        | 30,442     |            |  |   | 48,573     |   |
| Other                                                                                                                                   |  |        | 151,736    |            |  |   | 136,545    |   |
| Redemptionspayable                                                                                                                      |  |        | 901,870    |            |  |   | 1,587,812  |   |
|                                                                                                                                    |  |        | 3,668,943  |            |  |   | 4,763,836  |   |
| Partners'Capital:                                                                                                                       |  |        |       |            |  |   |       |   |
| General Partner,724.0407 Unit equivalents outstanding in 2005 and2004                                                                   |  |        | 568,698    |            |  |   | 657,168    |   |
| SpecialLimited Partner, 100.0000 Redeemable Units of Limited PartnershipInterest Outstanding in 2005 and 2004,respectively              |  |        | 78,545     |            |  |   | 90,764     |   |
| LimitedPartners, 100,072.8557 and 89,198.8286 Redeemable Units of LimitedPartnership Interest outstanding in 2005 and 2004,respectively |  |        | 78,602,156 |            |  |   | 80,961,120 |   |
|                                                                                                                                    |  |        | 79,249,399 |            |  |   | 81,709,052 |   |
|                                                                                                                                    |  | $           | 82,918,342 |            |  | $      | 86,472,888 |   |
|                                                                                                                                         |

SeeAccompanying Notes to Financial Statements.

3

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

|                                    |  |                                                    |  |           |            |         |  |        |        |        |
|------------------------------------|--|----------------------------------------------------|--|-----------|------------|---------|--|--------|--------|--------|
| Sector                             |  | Contract                                           |  | FairValue |
| Currencies                         |  |                                               |  |      |       |    |  |   |   |   |
|                               |  | Unrealizeddepreciation on forward contracts(2.06)% |  |      | (1,633,754 | )  |
|                               |  | Unrealizedappreciation on forward contracts2.50%   |  |      | 1,984,744  |    |
| TotalCurrencies0.44%               |  |                                               |  |      | 350,990    |    |
| TotalEnergy (0.18)%                |  | Futures contracts sold(0.18)%                      |  |      | (142,473   | )  |
| TotalGrains (0.09)%                |  | Futures contracts sold(0.09)%                      |  |      | (75,077    | )  |
| TotalInterest Rates Non-U.S. 0.66% |  | Futures contractspurchased0.66%                    |  |      | 524,804    |    |
| TotalInterest Rates U.S. 0.43%     |  | Futures contracts purchased0.43%                   |  |      | 341,828    |    |
| TotalLivestock 0.01%               |  | Futures contracts sold0.01%                        |  |      | 5,673      |    |
| Metals                             |  |                                               |  |      |       |    |
|                               |  | Unrealizeddepreciation on forward contracts(0.61)% |  |      | (487,224   | )  |
|                               |  | Unrealizedappreciation on forward contracts0.31%   |  |      | 248,794    |    |
| TotalMetals(0.30)%                 |  |                                               |  |      | (238,430   | )  |
| TotalSofts (0.02)%                 |  | Futures contracts purchased(0.02)%                 |  |      | (16,220    | )  |
| TotalIndices 0.58%                 |  | Futures contracts purchased0.58%                   |  |      | 458,229    |    |
| TotalFair Value1.53%               |  |                                               |  | $         | 1,209,324  |    |
|                                    |

|                    |  |                           |           |                              |  |        |        |         |  |  |
|--------------------|--|---------------------------|-----------|------------------------------|--|--------|--------|---------|--|--|
| CountryComposition |  | Investments at Fair Value |           | %ofInvestments at Fair Value |
| Australia          |  | $                         | 3,483     |                         |  |   | 0.29   | %  |
| France             |  |                      | 58,828    |                         |  |   | 4.87   |    |
| Germany            |  |                      | 444,082   |                         |  |   | 36.72  |    |
| HongKong           |  |                      | 2,997     |                         |  |   | 0.25   |    |
| Japan              |  |                      | 46,693    |                         |  |   | 3.86   |    |
| Spain              |  |                      | 151,628   |                         |  |   | 12.54  |    |
| UnitedKingdom      |  |                      | 156,540   |                         |  |   | 12.94  |    |
| UnitedStates       |  |                      | 345,073   |                         |  |   | 28.53  |    |
|               |  | $                         | 1,209,324 |                         |  |   | 100.00 | %  |
|                    |

Percentagesare based on Partners' Capital unless otherwiseindicated.

See Accompanying Notes to FinancialStatements.

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 EndedJune 30, |            | Six Months Ended |  | PeriodFromMarch 15, 2004(Commencement ofTradingOperations)To June30, |
|                                                                                                                                  |  | 2005                      |            | 2004             |  | 2005                                                                 |            | 2004    |
| **Income:**                                                                                                                           |  |                      |       |             |  |                                                                 |       |    |  |
| Netgains (losses) on trading of commodityinterests:                                                                                   |  |                      |       |             |  |                                                                 |       |    |  |
| Realized losseson closed positions                                                                                                    |  | $                         | (5,162,261 | )           |  | $                                                                    | (4,594,264 | )  |  | $      | (8,335,107  | )  |  | $      | (4,870,360 | )  |
| Change inunrealized gains (losses) on openpositions                                                                                   |  |                      | 2,517,538  |             |  |                                                                 | (1,375,353 | )  |  |   | (1,365,770  | )  |  |   | (1,256,400 | )  |
|                                                                                                                                  |  |                      | (2,644,723 | )           |  |                                                                 | (5,969,617 | )  |  |   | (9,700,877  | )  |  |   | (6,126,760 | )  |
| Interestincome                                                                                                                        |  |                      | 454,321    |             |  |                                                                 | 72,220     |    |  |   | 832,106     |    |  |   | 82,239     |    |
|                                                                                                                                  |  | $                         | (2,190,402 | )           |  | $                                                                    | (5,897,397 | )  |  | $      | (8,868,771  | )  |  | $      | (6,044,521 | )  |
| **Expenses:**                                                                                                                         |  |                      |       |             |  |                                                                 |       |    |  |
| Brokeragecommissions including clearing fees of $10,547, $8,257, $24,544 and$9,301, respectively                                      |  |                      | 962,561    |             |  |                                                                 | 519,444    |    |  |   | 1,953,647   |    |  |   | 580,892    |    |
| Managementfees                                                                                                                        |  |                      | 391,938    |             |  |                                                                 | 218,974    |    |  |   | 793,522     |    |  |   | 245,610    |    |
| Administrativefees                                                                                                                    |  |                      | 97,984     |             |  |                                                                 | 54,741     |    |  |   | 198,380     |    |  |   | 61,400     |    |
| Other                                                                                                                                 |  |                      | 33,602     |             |  |                                                                 | 24,992     |    |  |   | 69,857      |    |  |   | 28,992     |    |
|                                                                                                                                  |  |                      | 1,486,085  |             |  |                                                                 | 818,151    |    |  |   | 3,015,406   |    |  |   | 916,894    |    |
| **Netloss**                                                                                                                           |  |                      | (3,676,487 | )           |  |                                                                 | (6,715,548 | )  |  |   | (11,884,177 | )  |  |   | (6,961,415 | )  |
| Additions– LimitedPartners                                                                                                      |  |                      | 5,981,000  |             |  |                                                                 | 29,308,000 |    |  |   | 15,021,000  |    |  |   | 29,308,000 |    |
|   –GeneralPartners                                                                                                    |  |                      | —    |             |  |                                                                 | 295,000    |    |  |   | —     |    |  |   | 295,000    |    |
| Redemptions                                                                                                                           |  |                      | (2,855,529 | )           |  |                                                                 | (182,328   | )  |  |   | (5,596,476  | )  |  |   | (182,328   | )  |
| Netincrease (decrease) in Partners'capital                                                                                            |  |                      | (551,016   | )           |  |                                                                 | 22,705,124 |    |  |   | (2,459,653  | )  |  |   | 22,459,257 |    |
| Proceedsfrom Offering – LimitedPartners                                                                                         |  |                      | —    |             |  |                                                                 | —    |    |  |   | —     |    |  |   | 28,502,000 |    |
|   –  SpecialLimited                                                                                         |  |
|   Partners                                                                                                                  |  |                      | —    |             |  |                                                                 | —    |    |  |   | —     |    |  |   | 100,000    |    |
|   –GeneralPartners                                                                                                    |  |                      | —    |             |  |                                                                 | —    |    |  |   | —     |    |  |   | 286,000    |    |
| Offeringcosts                                                                                                                         |  |                      | —    |             |  |                                                                 | —    |    |  |   | —     |    |  |   | (75,000    | )  |
| Partners'capital, beginning ofperiod                                                                                                  |  |                      | 79,800,415 |             |  |                                                                 | 28,567,133 |    |  |   | 81,709,052  |    |  |   | —    |    |
| Partners'capital, end of period                                                                                                       |  | $                         | 79,249,399 |             |  | $                                                                    | 51,272,257 |    |  | $      | 79,249,399  |    |  | $      | 51,272,257 |    |
| Net asset value per Redeemable Unit (100,896.8964 and60,543.6713 Redeemable Units outstanding at June 30, 2005 and 2004,respectively) |  | $                         | 785.45     |             |  | $                                                                    | 846.86     |    |  | $      | 785.45      |    |  | $      | 846.86     |    |
| Net lossper Redeemable Unit of Limited Partnership Interest and General PartnerUnit equivalent                                        |  | $                         | (37.27     | )           |  | $                                                                    | (142.03    | )  |  | $      | (122.19     | )  |  | $      | (153.14    | )  |
| Redemption Net assetvalue per Unit                                                                                                    |  | $                         | 785.72     |             |  | $                                                                    | 847.91     |    |  | $      | 785.72      |    |  | $      | 847.91     |    |
|                                                                                                                                       |

SeeAccompanying Notes to Financial Statements.

6

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

|                                                                                                 |  |                           |            |                         |  |                                                                       |            |         |  |        |             |         |  |        |            |         |  |  |
|-------------------------------------------------------------------------------------------------|--|---------------------------|------------|-------------------------|--|-----------------------------------------------------------------------|------------|---------|--|--------|-------------|---------|--|--------|------------|---------|--|--|
|                                                                                            |  | ThreeMonths EndedJune 30, |            | Six Months EndedJune30, |  | Period fromMarch 15, 2004(CommencementofTrading Operations)to June30, |
|                                                                                            |  | 2005                      |            | 2004                    |  | 2005                                                                  |            | 2004    |
| Cashflows from operatingactivities:                                                             |  |                      |       |                    |  |                                                                  |       |    |  |
| Net income(loss)                                                                                |  | $                         | (3,676,487 | )                  |  | $                                                                     | (6,715,548 | )  |  | $      | (11,884,177 | )  |  | $      | (6,961,415 | )  |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operatingactivities: |  |                      |       |                    |  |                                                                  |       |    |  |
| Changesin operating assets andliabilities:                                                      |  |                      |       |                    |  |                                                                  |       |    |  |
| (Increase)decrease in restrictedcash                                                            |  |                      | (2,668,420 | )                  |  |                                                                  | (1,238,098 | )  |  |   | 907,505     |    |  |   | (4,124,815 | )  |
| (Increase) decrease in net unrealized appreciation onopen futures positions                     |  |                      | (1,096,765 | )                  |  |                                                                  | 165,517    |    |  |   | 311,486     |    |  |   | —    |    |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                          |  |                      | (1,039,779 | )                  |  |                                                                  | (252,235   | )  |  |   | 1,427,287   |    |  |   | (252,235   | )  |
| (Increase) decrease in interestreceivable                                                       |  |                      | 2,465      |                    |  |                                                                  | (1,674     | )  |  |   | (34,777     | )  |  |   | (11,693    | )  |
| Increase(decrease) in unrealized depreciation on open futurescontracts                          |  |                      | (546,252   | )                  |  |                                                                  | 888,949    |    |  |   | —     |    |  |   | 888,949    |    |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                          |  |                      | 165,258    |                    |  |                                                                  | 573,122    |    |  |   | (373,003    | )  |  |   | 619,687    |    |
| Accruedexpenses:                                                                                |  |                      |       |                    |  |                                                                  |       |    |  |
| Increase(decrease) in commissions                                                               |  |                      | (11,978    | )                  |  |                                                                  | 130,695    |    |  |   | (21,246     | )  |  |   | 190,759    |    |
| Increase(decrease) in managementfees                                                            |  |                      | (5,242     | )                  |  |                                                                  | 57,787     |    |  |   | (9,409      | )  |  |   | 84,423     |    |
| Increase(decrease) in administrative fees                                                       |  |                      | (1,311     | )                  |  |                                                                  | 14,446     |    |  |   | (2,352      | )  |  |   | 21,105     |    |
| Increase(decrease) inother                                                                      |  |                      | (20,611    | )                  |  |                                                                  | 24,383     |    |  |   | 15,191      |    |  |   | 28,383     |    |
| Net cash providedby (used in) operatingactivities                                               |  |                      | (8,899,122 | )                  |  |                                                                  | (6,352,656 | )  |  |   | (9,663,495  | )  |  |   | (9,516,852 | )  |
| Cashflows from financingactivities:                                                             |  |                      |       |                    |  |                                                                  |       |    |  |
| Proceeds fromadditions – LimitedPartners                                                  |  |                      | 5,981,000  |                    |  |                                                                  | 29,308,000 |    |  |   | 15,021,000  |    |  |   | 29,308,000 |    |
| Proceedsfrom additions – GeneralPartner                                                   |  |                      | —    |                    |  |                                                                  | 295,000    |    |  |   | —     |    |  |   | 295,000    |    |
| Paymentsfor offeringcosts                                                                       |  |                      | (9,691     | )                  |  |                                                                  | (8,804     | )  |  |   | (18,131     | )  |  |   | 66,196     |    |
| Paymentsfor redemptions – LimitedPartners                                                 |  |                      | (2,782,993 | )                  |  |                                                                  | (125,518   | )  |  |   | (6,282,418  | )  |  |   | (125,518   | )  |
| Netcash provided by (used in) Financingactivities                                               |  |                      | 3,188,316  |                    |  |                                                                  | 29,468,678 |    |  |   | 8,720,451   |    |  |   | 29,543,678 |    |
| Net changeinCash                                                                                |  |                      | (5,710,806 | )                  |  |                                                                  | 23,116,022 |    |  |   | (943,044    | )  |  |   | 20,026,826 |    |
| Unrestrictedcash, at beginning ofperiod                                                         |  |                      | 75,566,764 |                    |  |                                                                  | 25,723,804 |    |  |   | 70,799,002  |    |  |   | 28,813,000 |    |
| Unrestricted cash, at end ofperiod                                                              |  | $                         | 69,855,958 |                    |  | $                                                                     | 48,839,826 |    |  | $      | 69,855,958  |    |  | $      | 48,839,826 |    |
|                                                                                                 |

SeeAccompanying Notes to FinancialStatements.

7

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Citigroup FairfieldFutures Fund L.P. II Notes to Financial Statements June 30,2005 (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 June 30, 2005, all trading decisions for the Partnership are madeby 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 June 30, 2005 and December 31, 2004 and the results of itsoperations and cash flows for the three and six months ended June 30,2005, the three months ended June 30, 2004 and the period from March15, 2004 to June  30,  2004. These financial statementspresent the results of interim periods and do not include alldisclosures 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 June 30, 2005(Unaudited)

2.    Financial Highlights:

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

|                                                                                            |  |                           |        |                         |  |                                                                          |         |         |  |        |         |         |  |        |          |         |  |  |
|--------------------------------------------------------------------------------------------|--|---------------------------|--------|-------------------------|--|--------------------------------------------------------------------------|---------|---------|--|--------|---------|---------|--|--------|----------|---------|--|--|
|                                                                                       |  | ThreeMonths EndedJune 30, |        | Six Months EndedJune30, |  | For the PeriodMarch 15, 2004(commencementoftrading operations)to June30, |
|                                                                                       |  | 2005                      |        | 2004                    |  | 2005                                                                     |         | 2004    |
| Netrealized and unrealizedlosses*                                                          |  | $                         | (36.58 | )                  |  | $                                                                        | (137.46 | )  |  | $      | (119.84 | )  |  | $      | (147.63  | )  |
| Interestincome                                                                             |  |                      | 4.52   |                    |  |                                                                     | 1.41    |    |  |   | 8.41    |    |  |   | 1.76     |    |
| Expenses**                                                                                 |  |                      | (5.21  | )                  |  |                                                                     | (5.98   | )  |  |   | (10.76  | )  |  |   | (7.27    | )  |
| Decreasefor theperiod                                                                      |  |                      | (37.27 | )                  |  |                                                                     | (142.03 | )  |  |   | (122.19 | )  |  |   | (153.14  | )  |
| NetAsset Value per Redeemable Unit, beginning ofperiod                                     |  |                      | 822.72 |                    |  |                                                                     | 988.89  |    |  |   | 907.64  |    |  |   | 1,000.00 |    |
| NetAsset Value per Redeemable Unit, end ofperiod                                           |  | $                         | 785.45 |                    |  | $                                                                        | 846.86  |    |  | $      | 785.45  |    |  | $      | 846.86   |    |
| Redemption/subscriptionvalue per Redeemable Unit versus Net Asset value per RedeemableUnit |  |                      | 0.27   |                    |  |                                                                     | 1.05    |    |  |   | 0.27    |    |  |   | 1.05     |    |
| Redemption/subscriptionvalue per Redeemable Unit, end ofperiod***                          |  | $                         | 785.72 |                    |  | $                                                                        | 847.91  |    |  | $      | 785.72  |    |  | $      | 847.91   |    |
|                                                                                            |

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

2.    Financial Highlights (continued):

|                                               |  |                            |         |                         |  |                                                                          |         |          |  |        |         |          |  |        |         |          |  |  |
|-----------------------------------------------|--|----------------------------|---------|-------------------------|--|--------------------------------------------------------------------------|---------|----------|--|--------|---------|----------|--|--------|---------|----------|--|--|
|                                          |  | ThreeMonths Ended June 30, |         | Six Months EndedJune30, |  | For the PeriodMarch 15, 2004(commencementoftrading operations)to June30, |
|                                          |  | 2005                       |         | 2004                    |  | 2005                                                                     |         | 2004     |
| Ratioto average net assets:****               |  |                       |    |                    |  |                                                                     |    |     |  |
| Netinvestment loss before incentive fees***** |  |                       | (5.3    | )%                 |  |                                                                     | (7.5    | )%  |  |   | (5.4    | )%  |  |   | (7.2    | )%  |
| Operatingexpenses                             |  |                       | 7.6     | %                  |  |                                                                     | 8.2     | %   |  |   | 7.7     | %   |  |   | 7.9     | %   |
| Incentivefees                                 |  |                       | — | %                  |  |                                                                     | — | %   |  |   | — | %   |  |   | — | %   |
| Totalexpenses                                 |  |                       | 7.6     | %                  |  |                                                                     | 8.2     | %   |  |   | 7.7     | %   |  |   | 7.9     | %   |
| Totalreturn:                                  |  |                       |    |                    |  |                                                                     |    |     |  |
| Total return beforeincentivefees              |  |                       | (4.5    | )%                 |  |                                                                     | (14.4   | )%  |  |   | (13.5   | )%  |  |   | (15.3   | )%  |
| Incentivefees                                 |  |                       | — | %                  |  |                                                                     | — | %   |  |   | — | %   |  |   | — | %   |
| Totalreturn after incentivefees               |  |                       | (4.5    | )%                 |  |                                                                     | (14.4)  | %   |  |   | (13.5   | )%  |  |   | (15.3   | )%  |
|                                               |

|      |                                       |
|------|---------------------------------------|
| **** | 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 June 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 ofJune 30, 2005, $44,558 of these costs have been reimbursed to CGM bythe Partnership.

In addition, the Partnership has recordedinterest expense of $2,707 through June 30, 2005, which is included inother expenses.

The remaining deferred liability for these costsdue to CGM of $30,442 (exclusive of interest charges) will not reduceNet Asset Value per Redeemable Unit for any purchase (other thanfinancial reporting), including calculation of advisory and brokeragefees and the redemption value of Redeemable Units.

4.    Trading Activities:

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

TheCustomer Agreement between the Partnership and CGM gives thePartnership the legal right to net unrealized gains and losses on openfutures positions.

All of the commodity interests owned by thePartnership are held for trading purposes. The average fair values ofthese interests during the six months ended June 30, 2005 and theperiod from March 15, 2004 (commencement of trading operations) toDecember 31, 2004, based on a monthly calculation, were $582,022 and$972,065, respectively. The fair values of these commodity interests,including options thereon, if applicable, at June 30, 2005 and December31, 2004, were $1,209,324 and $2,575,094, respectively. Fair values forexchange traded commodity futures and options are based on quotedmarket prices for those futures and options. Fair values for all otherfinancial instruments for which market quotations are not readilyavailable are based on calculations approved by the GeneralPartner.

5.    Financial Instrument Risks:

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

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

11

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Citigroup Fairfield Futures Fund L.P.II Notes to Financial Statements June 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 June 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 second 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 thesix months ended June 30, 2005, Partnership capital decreased3.0% from $81,709,052 to $79,249,399. This decrease wasattributable to a net loss from operations of $11,884,177, coupled withthe redemption of 6,929.4871 Redeemable Units of Limited PartnershipInterest totaling $5,596,476, which was partially offset by theaddition of 17,803.5142 Redeemable Units totalling $15,021,000, 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 second quarter of2005, the Net Asset Value per Redeemable Unit decreased 4.5%from $822.72 to $785.45 as compared to a decrease of 14.4% inthe second quarter of 2004. The Partnership experienced a net tradingloss before brokerage commissions and related fees in the secondquarter of 2005 of $2,644,723. Losses were primarily attributable tothe trading of commodity futures in energy, grains, metals, softs andindices and were partially offset by gains in currencies, U.S. andnon-U.S. interest rates and livestock. The Partnership experienced anet trading loss before brokerage commissions and related fees in thesecond quarter of 2004 of $5,969,617. Losses were primarilyattributable to the trading of commodity futures in currencies, grains,U.S. and non-U.S. interest rates, metals and indices and were partiallyoffset by gains in energy, softs and livestock.

13

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Trading in the second quarter of 2005began with a continuation of volatile and directionless markets thathad characterized the first quarter. Neither financial nor commoditymarkets provided many profitable trading opportunities for thePartnership's Advisor through most of April. May was a positiveperiod as macro-economic trends emerged and continued into Juneproviding improved trading conditions for the Advisor but notsufficient to make up for April's losses.

Lower interestrates in Europe and the U.S. provided the most profitable trading forthe quarter and had a concomitant impact on strengthening the U.S.dollar to recent highs versus the Euro, British pound and Swiss franc.The fixed income markets shrugged off another rate increase by the U.S.Federal Reserve driven by lower inflation reports, weak Europeanmarkets, and improved productivity. Lower interest rates were favorablefor the Advisor's positions in non-U.S. interest rate contracts.Trading in foreign currencies was profitable for the quarter.Volatility in the global equity markets as a result of inflationaryconcerns and weak earnings reports in April contributed to overalllosses for the quarter.

Trading in commodities was likewiseunprofitable. A combination of lower inflation expectations andincreased supplies disrupted price trends in crude oil, base andprecious metals, grains and softs.

During the Partnership'ssix months ended June 30, 2005, the Net Asset Value per Redeemable Unitdecreased 13.5% from $907.64 to $785.45 as compared to adecrease of 15.3% for the six months ended June 30, 2004. ThePartnership experienced a net trading loss before brokerage commissionsand related fees during the six months ended June 30, 2005 of$9,700,877. Losses were primarily attributable to the trading ofcommodity futures in currencies, energy, grains, U.S. interest rates,livestock, metals, softs and indices and were partially offset by gainsin non-U.S. interest rates. The Partnership experienced a net tradingloss before brokerage commissions and related fees during the sixmonths ended June 30, 2004 of $6,126,760. Losses were primarilyattributable to the trading of commodity futures in currencies, grains,U.S. and non-U.S. interest rates, metals and indices and were partiallyoffset by gains in energy, livestock and softs.

Commodityfutures markets are highly volatile. The potential for broad and rapidprice fluctuations increases the risks involved in commodity trading,but also 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 six monthsended June 30, 2005 increased by $382,101 and $749,867, respectively,as compared to the corresponding periods in 2004. The increase ininterest income is primarily due to higher interest rates during thethree and six months ended June 30, 2005 as compared to the threemonths ended June 30, 2004 and the period from March 15, 2004 to June30, 2004.

Brokerage commissions are calculated as a percentageof the Partnership's adjusted net asset value on the last day ofeach month and are affected by trading performance, additions andredemptions. Accordingly, they must be analyzed in relation to thefluctuations in the monthly net asset values. Commissions and fees forthe three and six months ended June 30, 2005 increased by $443,117 and$1,372,755, respectively, as compared to the corresponding periods in2004. The increase in brokerage commissions is due to higher month-endnet assets during the three and six months ended June 30, 2005 ascompared to the three months ended June 30, 2004 and the period fromMarch 15, 2004 to June 30, 2004.

Management fees are calculatedas a percentage of the Partnership's net asset value as of theend of each month and are affected by trading performance, additionsand redemptions. Management fees for 

14

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the three and six months ended June 30, 2005increased by $172,964 and $547,912, respectively, as compared to thethree months ended June 30, 2004 and the period from March 15, 2004 toJune 30, 2004. The increase in management fees is due to higher month-end net assets during the three and six months ended June 30, 2005 ascompared to the three months ended June 30, 2004 and the period fromMarch 15, 2004 to June 30, 2004.

Administrative fees are paid tothe General Partner for administering the business and affairs of thePartnership. These fees are calculated as a percentage of thePartnership's net asset value as of the end of each month and areaffected by trading performance and redemptions. Administrative feesfor the three and six months ended June 30, 2005 increased by $43,243and $136,980, respectively, as compared to the corresponding periods in2004. The increase in administrative fees is due to higher month-endnet assets during the three and six months ended June 30, 2005 ascompared to the three months ended June 30, 2004 and the period fromMarch 15, 2004 to June 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 orsix months ended June 30, 2005 or the three months ended June 30, 2004and the period from March 15, 2004 to June 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 June 30,2005 and the highest, lowest and average values during the three monthsended June 30, 2005. All open position trading risk exposures of thePartnership have been included in calculating the figures set forthbelow. As of June 30, 2005, the Partnership's totalcapitalization was $79,249,399. There has been no material change inthe trading Value at Risk information previously disclosed in thePartnership's Registration Statement on Form 10 filed on July 12,2005.

June 30, 2005(Unaudited)

|                        |  |               |           |                         |  |                                |        |                  |  |                      |           |        |  |        |         |        |  |        |           |        |  |  |
|------------------------|--|---------------|-----------|-------------------------|--|--------------------------------|--------|------------------|--|----------------------|-----------|--------|--|--------|---------|--------|--|--------|-----------|--------|--|--|
|                   |  |          |           |                    |  | Threemonths ended June 30,2005 |
| MarketSector           |  | Value at Risk |           | % ofTotalCapitalization |  | High Value atRisk              |        | LowValue at Risk |  | Average ValueatRisk* |
| Currencies             |  |          |      |                    |  |                           |   |             |  |                 |      |   |  |   |    |   |  |   |      |   |
| –OTC             |  | $             | 3,136,089 |                    |  |                           | 3.96   | %           |  | $                    | 3,136,089 |   |  | $      | 419,097 |   |  | $      | 1,469,573 |   |
| Energy                 |  |          | 137,750   |                    |  |                           | 0.17   | %           |  |                 | 954,875   |   |  |   | 7,500   |   |  |   | 166,867   |   |
| Grains                 |  |          | 67,900    |                    |  |                           | 0.08   | %           |  |                 | 71,950    |   |  |   | 18,900  |   |  |   | 43,233    |   |
| Interest Rates U.S.    |  |          | 689,950   |                    |  |                           | 0.87   | %           |  |                 | 746,950   |   |  |   | 8,192   |   |  |   | 385,614   |   |
| Interest RatesNon-U.S. |  |          | 693,674   |                    |  |                           | 0.88   | %           |  |                 | 1,701,335 |   |  |   | 115,553 |   |  |   | 773,390   |   |
| Livestock              |  |          | 14,400    |                    |  |                           | 0.02   | %           |  |                 | 15,200    |   |  |   | 10,400  |   |  |   | 14,800    |   |
| Metals                 |  |          |      |                    |  |                           |   |             |  |                 |      |   |  |   |    |   |  |   |      |   |
| –OTC             |  |          | 169,422   |                    |  |                           | 0.21   | %           |  |                 | 1,522,004 |   |  |   | 105,083 |   |  |   | 268,650   |   |
| Softs                  |  |          | 47,621    |                    |  |                           | 0.06   | %           |  |                 | 281,922   |   |  |   | 47,621  |   |  |   | 152,404   |   |
| Indices                |  |          | 4,190,046 |                    |  |                           | 5.29   | %           |  |                 | 4,195,434 |   |  |   | 174,053 |   |  |   | 1,969,896 |   |
| Total                  |  | $             | 9,146,852 |                    |  |                           | 11.54  | %           |  |                 |      |   |  |   |    |   |  |   |      |   |
|                        |

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

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Item 4.    Controls and Procedures

The General Partner of the Partnership, with the participation ofthe General Partner's Chief Executive Officer and the ChiefFinancial Officer, has evaluated the effectiveness of the design andoperation of its disclosure controls and procedures (as defined inRules 13a-15(e) and 15d-15(e) of the Exchange Act) with respect to thePartnership within 90 days of the filing date of this quarterly report,and, based on this evaluation, has concluded that these disclosurecontrols and procedures are effective. Additionally, there were nosignificant changes in the Partnership's internal controls or inother factors that could significantly affect these controls subsequentto the date of this evaluation, including any corrective actions withregard to significant deficiencies and materialweaknesses.

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PART II. OTHERINFORMATION

Item 1.    Legal Proceedings

Thefollowing information supplements and amends our discussion set forthunder Item 3 "Legal Proceedings" in thePartnership's Registration Statement on Form 10 filed on July 12,2005.

Enron-Related Civil Actions

On June 13, 2005,Citigroup announced a settlement of the Enron class action litigation(Newby, et al. v. Enron Corp., et al.) currently pending in the UnitedStates District Court for the Southern District of Texas, HoustonDivision. This settlement resolves all claims against Citigroup broughton behalf of the class of purchasers of publicly traded equity and debtsecurities issued by Enron and Enron-related entities between September9, 1997 and December 2, 2001. The settlement, which involves a pre-taxpayment of $2.0 billion to the settlement class, is fully covered byCitigroup's existing litigation reserves. It is subject toapproval by the Board of Regents of the University of California (thelead plaintiff), the Citigroup Board and the District Court inTexas.

Mutual Funds

On May 31, 2005, Citigroup announcedthat Smith Barney Fund Management LLC and Citigroup Global Marketscompleted a settlement with the SEC resolving an investigation by theSEC into matters relating to arrangements between certain Smith Barneymutual funds, an affiliated transfer agent and an unaffiliatedsub-transfer agent. Under the terms of the settlement, Citigroup agreedto pay fines totaling $208.1 million. The settlement, in whichCitigroup neither admitted nor denied any wrongdoing or liability,includes allegations of willful misconduct by Smith Barney FundManagement LLC and Citigroup Global Markets in failing to discloseaspects of the transfer agent arrangements to certain mutual fundinvestors.

Item 2.    Unregistered Sales of Equity Securitiesand Use of Proceeds

For the three months ended June 30, 2005there were additional sales of 7,563.5236 Redeemable Units of LimitedPartnership totaling $5,981,000. The Redeemable Units were issued inreliance upon applicable exemptions from registration under section4(2) of the Securities Act of 1933, as amended and section 506 ofRegulation D promulgated thereunder.

Proceeds from the sale ofadditional Redeemable Units are used in the trading of commodityinterests including futures contracts, options and forwardscontracts.

The following chart sets forth the purchases ofRedeemable 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 |
| April 1, 2005 -April 30,2005 |  |                                            | 1,010.0560 |                                        |  | $775.93                                                                                       |  |                                                                                                                     | N/A |   |  |   | N/A |   |
| May1, 2005 - May 31,2005     |  |                                            | 1,504.2639 |                                        |  | $777.74                                                                                       |  |                                                                                                                     | N/A |   |  |   | N/A |   |
| June1, 2005 - June 30,2005   |  |                                            | 1,147.8256 |                                        |  | $785.72                                                                                       |  |                                                                                                                     | N/A |   |  |   | N/A |   |
| Total                        |  |                                            | 3,662.1455 |                                        |  | $779.80                                                                                       |  |                                                                                                                     | 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. |

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|  |                                                                                                                                           |
|--|-------------------------------------------------------------------------------------------------------------------------------------------|
|  | ** Redemptions of Redeemable Unitsare effected as of the last day of each month at the Net Asset Valueper Redeemable Unit as of that day. |

Item 3.    DefaultsUpon Senior Securities – None

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

Item5.    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:  |  | August 15,2005                                             |
| By:    |  | /s/Daniel R. McAuliffe,Jr.                                 |
|   |  | Daniel R.McAuliffe, Jr.Chief Financial Officer andDirector |
| Date:  |  | August15, 2005                                             |
|        |

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