UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934
 
 0-50735
 SMITH BARNEY POTOMAC FUTURES FUND L.P.
 
  New York
    
    13-3937275(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 c/o Citigroup Managed Futures LLC
55 East 59th Street - 10th Fl.  New York, New York 10022     (212) 559-2011
 None
 Securities registered
pursuant to Section 12(g)
of the Act:
    
    Redeemable Units of Limited Partnership Interest
     (Title of Class)
  Yes  No X
  Yes  No X
  Yes X No
    Large
    accelerated filer
    Accelerated
    filer
    Non-accelerated filer  X
    Smaller reporting company   Yes  No X




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##### 



PART I
 
 Item 1. Business.
 General Development of Business
 Financial Statements and Supplementary Data
       2




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Financial Information about Industry Segments Selected Financial
Data
 Narrative Description of Business
    Financial Information About Geographic Areas
 Available Information
 Reports to Security Holders
 Enforceability of Civil Liabilities Against Foreign Persons
 Smaller
Reporting Companies
 3




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##### 



Item 1A. Risk Factors.
 As a result of leverage, small changes in the price of the Partnerships positions may result
in major losses.
  An investor may lose all of their investment.
  The Partnership will pay substantial fees and expenses regardless of profitability.
  An investors ability to redeem or transfer units is limited.
  Conflicts of interest exist.
  1.
    
    The General Partner and commodity broker are affiliates;2.
    
    The Advisor, the commodity broker and their principals and affiliates may trade in
commodity interests for their own accounts; and3.
    
    Smith Barney financial advisors will receive ongoing compensation for providing
services to an investors account.
 Investing in units might not provide the desired diversification of an investors overall
portfolio.
  Past performance is no assurance of future results.
  An investors tax liability may exceed cash distributions.
  New regulation may influence the Partnerships trading.
  Item 2. Properties.
  Item 3. Legal Proceedings.
  4




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##### 



Regulatory Matters
  IPO Civil Litigation
   In
Re: Initial Public Offering Securities Litigation en banc
 5




---



##### 



Enron-Related Civil Actions
  Enron v. Citigroup, et al. (In re Enron Corp., et
al.)
 In Re:
NewPower Holdings Securities Litigation
 OCM
Opportunities Fund III, L.P., et al. v. Citigroup Inc., et al.; Pacific Investment Management Co.
LLC, et al. v. Citigroup Inc., et al.; AUSA Life Insurance v. Citigroup Inc., et al. and Principal
Global Investors v. Citigroup Inc., et al
 Newby Retirement Systems of Alabama v. Merrill Lynch, et al.
 Newby, et
al. v. Enron Corp., et al.
 6




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##### 



Ravenswood I, L.L.C., et al. v.
Citigroup, Inc., et al. Newby
 American National Insurance Co., et al. v. Citigroup Inc.,
et al. Newby
 Silvercreek Management Inc. v. Salomon Smith Barney, Inc.
 Public Employees Retirement
Systems of Ohio v. Fastow, et al. Newby
 Connecticut Resources Recovery Authority v. Lay,
et al. Newby
 Public Utility District
No. 1 of Snohomish County, Washington v. Citigroup, et al. Newby
 Newby
 7




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##### 



Avenue Capital Management II, L.P., et al.
v. J.P. Morgan Chase & Co., et al., DK Acquisition, et al. v. J.P. Morgan Chase, et al. Newby Bayerische Landesbank, et al. v. J.P. Morgan Chase Bank, et al. Newby
  Vanguard Balanced Index Fund, et al. v. Citigroup, et al. Newby
  Dynegy Inc.
 In Re: Dynegy Inc. Securities Litigation
 8




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##### 



WorldCom-Related Litigation
 In Re: WorldCom, Inc. Securities
Litigation
   In Re:
WorldCom, Inc. Securities Litigation
 9




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##### 



Weinstein, et al. v. Ebbers, et al.
 Retirement Systems of Alabama, et al. v. J.P. Morgan Chase & Co., et al. Public
Employees Retirement System of Ohio v. Ebbers, et al. New York City
Employees Retirement System v. Ebbers, et al.
  Sturm, et al. v. Citigroup, et al.
 In Re: Targets Securities Litigation
 10




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Global Crossing
 In Re: Global Crossing, Ltd.
Securities Litigation
   Adelphia Communications Corporation
  11




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##### 



In Re Adelphia Communications Corporation Securities and
Derivative Litigation
 Mutual Funds
   12




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##### 



Research Analyst Litigation
   In Re Salomon Analyst Metromedia Litigation
 In Re Salomon
Analyst AT&T Litigation In Re Salomon Analyst Level 3 Litigation, In Re Salomon Analyst
XO Litigation In Re Salomon Analyst Williams Litigation
 California State Teachers Retirement System v. Qwest
Communications
 13




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##### 



International, Inc., et al. State Universities Retirement System of Illinois v. Qwest
Communications International Inc., et al
  Norman v. Salomon Smith Barney, et al.
 Disher v. Citigroup Global Markets Inc.
 Supervisory Investigation
  Citigroup Shareholder Litigation
  14




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##### 



NASD Settlement
  Auction Rate Securities
  Finn v. Smith
Barney, et al.
 Hansen Beverage Co. v. Citigroup Inc., et al.
 In Re Citigroup Auction Rate Securities Litigation
 Mayor and City Council of Baltimore, Maryland v. Citigroup Inc., et al. Mayfield v.
Citigroup Inc., et al.
 15




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Subprime-Mortgage Related Litigation
 In Re American Home Mortgage Securities
Litigation
 In re Citigroup
Inc. Bond Litigation
 In Re Ambac Financial Group, Inc. Securities Litigation
 Other Matters
 In Re American Home Mortgage securities
 16




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##### 



In Re MAT Five Securities Litigation In Re
MAT Five Securities Litigation
 Leber v. Citigroup Inc., et al.
 Leber v. Citigroup, Inc., et al.
  17




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Item 4. Submission of Matters to a Vote of Security Holders.
  18




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##### 



PART II
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
 Market Information
 Holders
 Dividends
 Securities Authorized for Issuance Under Equity Compensation Plans
 Performance
Graph
 Use of Proceeds
  Item 6. Selected Financial Data.
  2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Net realized and
unrealized trading
gains (losses) net
of expenses
allocated from
Master, brokerage
commissions
(including clearing
fees) of
$7,953,751, $12,951,393,
$16,170,821,
$12,923,399,
and $8,851,986,
respectively
    
    $
    (2,778,905
    )
    
    $
    (32,587,947
    )
    
    $
    (1,229,153
    )
    
    $
    13,688,044
    
    
    $
    9,776,664Interest income
allocated
from Master
    
    
    1,374,393
    
    
    
    7,010,936
    
    
    
    9,193,085
    
    
    
    4,586,060
    
    
    
    1,320,817(1,404,512
    )
    
    
    (25,577,011
    )
    
    $
    7,963,932
    
    
    $
    18,274,104
    
    
    $
    11,097,481Net income (loss)
    
    $
    (4,121,780
    )
    
    
    (29,785,445
    )
    
    $
    1,583,402
    
    
    $
    14,217,843
    
    
    $
    4,343,937Increase (decrease)
in Net Asset Value
per Unit
    
    $
    (67.87
    )
    
    $
    (271.12
    )
    
    $
    27.17
    
    
    $
    117.61
    
    
    $
    65.15Total assets
    
    $
    91,250,282
    
    
    $
    156,308,590
    
    
    $
    242,864,945
    
    
    $
    231,480,113
    
    
    $
    169,235,483
 19




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##### 



Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 Overview
    
    
    due diligence examinations of the Advisor;
    
    selection, appointment and termination of the Advisor;
    
    negotiation of the Management Agreement; and
    
    monitoring the activity of the Advisor.
     20




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##### 



Liquidity
   (i)
    
    The Master invests its assets only in commodity interests that the Advisor believes
are traded in sufficient volume to permit ease of taking and liquidating positions.
Sufficient volume, in this context, refers to a level of liquidity that the Advisor
believes will permit it to enter and exit trades without noticeably moving the market.(ii)
    
    The Advisor will not initiate additional positions in any commodity if these
positions would result in aggregate positions requiring a margin of
more than
662/3% of the
Masters net assets allocated to the Advisor.(iii)
    
    The Master may occasionally accept delivery of a commodity. Unless such delivery is
disposed of promptly by retendering the warehouse receipt representing the delivery to the
appropriate clearinghouse, the physical commodity position is fully hedged.(iv)
    
    The Master does not employ the trading technique commonly known as pyramiding, in
which the speculator uses unrealized profits on existing positions as margin for the
purchases or sale of additional positions in the same or related commodities.(v)
    
    The Master does not utilize borrowings except short-term borrowings if the Master
takes delivery of any cash commodities.(vi)
    
    The Advisor may, from time to time, employ trading strategies such as spreads or
straddles on behalf of the Master. The term spread or straddle describes a commodity
futures trading strategy involving the simultaneous buying and selling of futures
contracts on the same commodity but involving different delivery dates or markets and in
which the trader expects to earn a profit from a widening or narrowing of the difference
between the prices of the two contracts.(vii)
    
    The Master will not permit the churning of its commodity trading account. The term
churning refers to the practice of entering and exiting trades with a frequency
unwarranted by legitimate efforts to profit from the trades, driven by the desire to
generate commission income.
  21




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Financial Statements and Supplementary Data
  Capital Resources
   22




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##### 



Results of Operations
      23




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##### 



24




---



##### 



Operational Risk
   Operational/Settlement Risk
 Technological Risk
 Legal/Documentation Risk
 Financial Control Risk
 Critical Accounting Policies
 Use of Estimates.
 25




---



##### 



Statement of Cash Flows.
 Investments.
 Fair Value Measurements. Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
   Futures Contracts.
 Forward Foreign Currency Contracts.
 London
Metals Exchange Forward Contracts.
 Options.
 Income Taxes.
  26




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##### 



Recent Accounting Pronouncements.
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 Introduction
      Quantifying the Partnerships/Masters Trading Value at Risk
  27




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##### 



28




---



##### 



The Masters Trading Value at Risk in Different Market Sectors
  December 31, 2008
 Low% of Total
    
    
    High
    
    
    Value at
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Risk
    
    
    Value at Risk*Currencies
    
    $
    3,826,450
    
    
    
    3.00
    %
    
    $
    6,459,319
    
    
    $
    1,236,850
    
    
    $
    3,885,456Energy
    
    
    141,270
    
    
    
    0.11
    %
    
    
    1,689,425
    
    
    
    5,000
    
    
    
    547,096Interest
Rates U.S.
    
    
    295,938
    
    
    
    0.23
    %
    
    
    1,754,540
    
    
    
    126,604
    
    
    
    919,061Interest
Rates Non-U.S.
    
    
    1,650,897
    
    
    
    1.30
    %
    
    
    4,744,697
    
    
    
    631,807
    
    
    
    2,018,452Metals

    
    
    238,724
    
    
    
    0.18
    %
    
    
    1,281,336
    
    
    
    47,826
    
    
    
    360,423Indices
    
    
    1,414,857
    
    
    
    1.11
    %
    
    
    8,820,806
    
    
    
    845,740
    
    
    
    4,393,925Total
    
    $
    7,568,136
    
    
    
    5.93
    %
 
 *
    
    Annual average based on of month-end Value at Risk  December 31, 2007
 Low% of Total
    
    
    High
    
    
    Value at
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    

Risk
    
    

Value
at Risk*Currencies
    
    $
    5,921,755
    
    
    
    2.73
    %
    
    $
    14,912,339
    
    
    $
    1,553,365
    
    
    $
    6,826,964Energy
    
    
    699,600
    
    
    
    0.32
    %
    
    
    2,742,200
    
    
    
    191,400
    
    
    
    551,345Interest
Rates U.S.
    
    
    470,470
    
    
    
    0.22
    %
    
    
    4,293,650
    
    
    
    18,410
    
    
    
    1,562,424Interest
Rates Non-U.S.
    
    
    2,361,786
    
    
    
    1.09
    %
    
    
    10,634,092
    
    
    
    902,498
    
    
    
    4,943,720Metals
    
    
    1,182,251
    
    
    
    0.55
    %
    
    
    2,710,924
    
    
    
    285,560
    
    
    
    1,220,301Indices
    
    
    5,913,472
    
    
    
    2.73
    %
    
    
    14,331,076
    
    
    
    1,694,853
    
    
    
    6,401,367Total
    
    $
    16,549,334
    
    
    
    7.64
    %
 
 *
    
    Annual average based on month-end Value at Risk 29




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Material Limitations on Value at Risk as an Assessment of Market Risk
  Non-Trading Risk
   Qualitative Disclosures Regarding Primary Trading Risk Exposures
   Interest Rates e.g.,
 Currencies
 30




---



##### 



Stock Indices
 Metals
 Energy
 Qualitative Disclosures Regarding Non-Trading Risk Exposure
  Foreign Currency Balances
 Qualitative Disclosures Regarding Means of Managing Risk Exposure
     31




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##### 



Item 8. Financial Statements and Supplementary Data .
 Smith Barney Potomac Futures Fund L.P.
 INDEX TO FINANCIAL STATEMENTS
 PageNumberOath or Affirmation
    
    F-2Managements Report on Internal Control over Financial Reporting
    
    F-3Reports of Independent Registered Public Accounting Firms
    
    F-4  F-6Statements of Financial Condition at December 31, 2008 and 2007
    
    F-7Statements of Income and Expenses for the years ended December 31, 2008, 2007 and 2006
    
    F-8Statements of Changes in Partners Capital for the years ended December 31, 2008, 2007 and 2006
    
    F-9Notes to Financial Statements
    
    F-10  F-17Selected Unaudited Quarterly Financial Data
    
    F-18Financial Statements of the Master:Oath or Affirmation
    
    F-19Reports of Independent Registered Public Accounting Firms
    
    F-20  F-21Statements of Financial Condition at December 31, 2008 and 2007
    
    F-22Schedules of Investments at December 31, 2008 and 2007
    
    F-23  F-24Statements of Income and Expenses for the years ended December 31, 2008, 2007 and 2006
    
    F-25Statements of Changes in Partners Capital for the years ended December 31, 2008, 2007 and 2006
    
    F-26Notes to Financial Statements
    
    F-27  F-33Selected Unaudited Quarterly Financial Data
    
    F-34
 F-1




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To the
    Limited Partners of
    Smith Barney Potomac Futures Fund L.P.
    
  By:
    Jennifer Magro      Citigroup Managed Futures LLC
    212-559-2011
 F-2




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Managements
    Report on Internal Control over
    Financial Reporting
    (i)
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the Partnership;(ii)
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with accounting principles generally accepted in the
    United States of America, and that receipts and expenditures of
    the Partnership are being made only in accordance with
    authorizations of management and directors of the
    Partnership; and(iii)
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Partnerships assets that could have a material effect on
    the financial statements.    Internal
    Control-Integrated Framework
    
 
    
 F-3




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Report of
    Independent Registered Public Accounting Firm
     Internal Control  Integrated Framework
    F-4




---



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F-5




---



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Report of Independent Registered Public Accounting Firm
 
     
 F-6




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##### 



Smith
    Barney Potomac Futures Fund L.P.
 Statements of Financial Condition
 December 31, 2008 and 2007
  2008


2007Assets:Investment in Master, at fair value (Note 1)

$
91,151,074



155,947,081Cash (Note 3c)


97,834



51,229Distribution receivable


1,374



310,280Total assets

$
91,250,282


$
156,308,590Liabilities and Partners CapitalLiabilities:Accrued expenses:Brokerage commissions (Note 3c)

$
494,272


$
846,672Management fees (Note 3b)


151,058



258,999Professional fees


106,181



48,067Other


15,273



14,493Redemptions Payable (Note 5)


4,828,995



6,270,708Total liabilities


5,595,779



7,438,939Partners Capital: (Notes 1 and 5)General Partner, 729.3902 Unit equivalents outstanding at
    December 31, 2008 and 2007


1,098,155



1,147,659Limited Partners, 56,162.1745 and 93,884.0539 Redeemable
    Units of Limited Partnership Interest outstanding at
    December 31, 2008 and 2007, respectively


84,556,348



147,721,992Total partners capital


85,654,503



148,869,651Total liabilities and partners capital

$
91,250,282


$
156,308,590   See accompanying notes to financial statements.
 F-7




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##### 



Smith
    Barney Potomac Futures Fund L.P.
 Statements of Income and Expenses
 for the years ended December 31, 2008, 2007 and 2006
  2008


2007


2006Income:Net realized gains (losses) on closed positions allocated from
    Master

$
3,844,951


$
(4,973,571
)

$
(6,590,545
)Change in net unrealized gains (losses) on open positions
    allocated from Master


1,446,232



(14,321,751
)


21,806,771Interest income allocated from Master


1,374,393



7,010,936



9,193,085Expenses allocated from Master


(116,337
)


(341,232
)


(274,558
)Total income (loss)


6,549,239



(12,625,618
)


24,134,753Expenses:Brokerage commissions (Note 3c)


7,953,751



12,951,393



16,170,821Management fees (Note 3b)


2,432,448



3,962,571



4,946,973Incentive fees (Note 3b)










1,237,713Professional fees


248,694



178,640



154,079Other


36,126



67,223



41,765Total expenses


10,671,019



17,159,827



22,551,351Net income (loss)

$
(4,121,780
)

$
(29,785,445
)

$
1,583,402Net income (loss) per Redeemable Unit of Limited Partnership
    Interest and General Partner Unit equivalent (Notes 1 and 6)

$
(67.87
)

$
(271.12
)

$
27.17   See accompanying notes to financial statements.
 F-8




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##### 



Smith
    Barney Potomac Futures Fund L.P.
 Statements of Changes in Partners Capital
 for the years ended December 31, 2008, 2007 and 2006
  Limited


GeneralPartners


Partner


TotalPartners Capital at December 31, 2005

$
226,591,059


$
1,325,594


$
227,916,653Net income (loss)


1,563,585



19,817



1,583,402Sale of 27,141.2806 Redeemable Units of Limited Partnership
    Interest


49,985,807







49,985,807Redemption of 27,935.9952 Redemable Units of Limited Partnership
    Interest


(49,627,615
)






(49,627,615
)Partners Capital at December 31, 2006


228,512,836



1,345,411



229,858,247Net income (loss)


(29,587,693
)


(197,752
)


(29,785,445
)Sale of 4,177.2475 Redeemable Units of Limited Partnership
    Interest


7,268,000







7,268,000Redemption of 34,177.4226 Redemable Units of Limited Partnership
    Interest


(58,471,151
)






(58,471,151
)Partners Capital at December 31, 2007


147,721,992



1,147,659



148,869,651Net income (loss)


(4,072,276
)


(49,504
)


(4,121,780
)Sale of 5,077.2612 Redeemable Units of Limited Partnership
    Interest


7,921,000







7,921,000Redemption of 42,799.1406 Redeemable Units of Limited
    Partnership Interest


(67,014,368
)






(67,014,368
)Partners Capital at December 31, 2008

$
84,556,348


$
1,098,155


$
85,654,503Net Asset Value per Unit:  2006:

$
1,844.572007:

$
1,573.452008:

$
1,505.58
   See accompanying notes to financial statements.
 F-9




---



##### 



Smith
    Barney Potomac Futures Fund L.P.
    Notes to Financial Statements
 December 31, 2008
  1.
    Partnership Organization:                 F-10




---



##### 



Smith
    Barney Potomac Futures Fund L.P.
    Notes to Financial Statements
 December 31, 2008
   2.
    Accounting Policies:  a.
    Use of Estimates.  The preparation of financial
    statements and accompanying notes in conformity with
    U.S. generally accepted accounting principles
    (GAAP) requires management to make estimates and
    assumptions that affect the reported amounts of assets and
    liabilities, income and expenses, and related disclosures of
    contingent assets and liabilities in the financial statements
    and accompanying notes. Actual results could differ from these
    estimates.b.
    Statement of Cash Flows.  The Partnership has
    elected not to provide a Statement of Cash Flows as permitted by
    Statement of Financial Accounting Standards No. 102
    Statement of Cash Flows-Exemption of Certain Enterprises
    and Classification of Cash Flows from Certain Securities
    Acquired for Resale (FAS 102).c.
    Investments.  The Partnership values its
    investment in the Master at its net asset value per unit as
    calculated by the Master. The Master values its investments as
    described in note 2 of the Masters notes to the
    annual financial statements as of December 31, 2008.  Fair Value Measurements. Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
    Quoted Prices inActive Markets


Significant Other


SignificantFor Identical


Observable Inputs


Unobservable12/31/2008


Assets (Level 1)


(Level 2)


Inputs (Level 3)AssetsInvestment in Master

$
91,151,074


$



$
91,151,074


$
Total fair value

$
91,151,074


$



$
91,151,074


$
   Investments.  All commodity interests of the
    Master (including derivative financial instruments and
    derivative commodity instruments) are held for trading purposes.
    The commodity interests are recorded on trade date and open
    contracts are recorded at fair value (as described below) at the
    measurement date. Investments in commodity interests denominated
    in foreign currencies are translated into U.S. dollars at
    the exchange rates prevailing at the measurement date. Gains or
    losses are realized when contracts are liquidated. Unrealized
    gains or losses on open contracts are included as a component of
    equity in commodity futures trading account on the Statements of
    Financial Condition. Realized gains or losses F-11




---



##### 



Smith
    Barney Potomac Futures Fund L.P.
    Notes to Financial Statements
 December 31, 2008
  and any change in net unrealized gains or losses from the
    preceding period are reported in the Statements of Income and
    Expenses.  Fair Value Measurements. Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
    Quoted Prices inActive Markets for


Significant Other


SignificantIdentical Assets


Observable Inputs


Unobservable Inputs12/31/2008


(Level 1)


(Level 2)


(Level 3)AssetsFutures

$
159,230


$
159,230


$



$
Forwards


3,234,818



5,333



3,229,485



Options owned


20,304







20,304



Total assets

$
3,414,352


$
164,563


$
3,249,789


$
LiabilitiesForwards

$
2,837,275


$
96,188


$
2,741,087


$
Options written


82,624







82,624



Total liabilities


2,919,899



96,188



2,823,711



Total fair value

$
494,453


$
68,375


$
426,078


$
   d.
    Futures Contracts.  The Master trades futures
    contracts. A futures contract is a firm commitment to buy or
    sell a specified quantity of investments, currency or a
    standardized amount of a deliverable grade commodity, at a
    specified price on a specified future date, unless the contract
    is closed before the delivery date or if the delivery quantity
    is something where physical delivery cannot occur (such as
    S&P 500 Index), whereby such contract is settled in cash.
    Payments (variation margin) may be made or received
    by the Master each business day, depending on the daily
    fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or losses by the Master. When the
    contract is closed, the Master records a realized gain or loss
    equal to the difference between the value of the contract at the
    time it was opened and the value at the time it was closed.
    Because transactions in futures contracts require participants
    to make both initial margin deposits of cash or other assets and
    variation margin deposits, through the futures broker, F-12




---



##### 



Smith
    Barney Potomac Futures Fund L.P.
    Notes to Financial Statements
 December 31, 2008
  directly with the exchange on which the contracts are traded,
    credit exposure is limited. Realized gains (losses) and changes
    in unrealized gains (losses) on futures contracts are included
    in the Statements of Income and Expenses.  e.
    Forward Foreign Currency Contracts.  Foreign
    currency contracts are those contracts where the Master agrees
    to receive or deliver a fixed quantity of foreign currency for
    an
    agreed-upon
    price on an agreed future date. Foreign currency contracts are
    valued daily, and the Masters net equity therein,
    representing unrealized gain or loss on the contracts as
    measured by the difference between the forward foreign exchange
    rates at the dates of entry into the contracts and the forward
    rates at the reporting date, is included in the Statements of
    Financial Condition. Realized gains (losses) and changes in
    unrealized gains (losses) on foreign currency contracts are
    recognized in the period in which the contract is closed or the
    changes occur, respectively, and are included in the Statements
    of Income and Expenses.  f.
    London Metals Exchange Forward
    Contracts.  Metal contracts traded on the London
    Metals Exchange (LME) represent a firm commitment to
    buy or sell a specified quantity of Aluminum, Copper, Lead,
    Nickel, Tin or Zinc. LME contracts traded by the Master are cash
    settled based on prompt dates published by the LME. Payments
    (variation margin) may be made or received by the
    Master each business day, depending on the daily fluctuations in
    the value of the underlying contracts, and are recorded as
    unrealized gains or losses by the Master. A contract is
    considered offset when all long positions have been matched with
    short positions. When the contract is closed at the prompt date,
    the Master records a realized gain or loss equal to the
    difference between the value of the contract at the time it was
    opened and the value at the time it was closed. Because
    transactions in LME contracts require participants to make both
    initial margin deposits of cash or other assets and variation
    margin deposits, through the broker, directly with the LME,
    credit exposure is limited. Realized gains (losses) and changes
    in unrealized gains (losses) on metal contracts are included in
    the Statements of Income and Expenses.  g.
    Options.  The Master may purchase and write
    (sell), both exchange listed and over-the-counter, options on
    commodities or financial instruments. An option is a contract
    allowing, but not requiring, its holder to buy (call) or sell
    (put) a specific or standard commodity or financial instrument
    at a specified price during a specified time period. The option
    premium is the total price paid or received for the option
    contract. When the Master writes an option, the premium received
    is recorded as a liability in the Statements of Financial
    Condition and marked to market daily. When the Master purchases
    an option, the premium paid is recorded as an asset in the
    Statements of Financial Condition and marked to market daily.
    Realized gains (losses) and changes in unrealized gains (losses)
    on options contracts are included in the Statements of Income
    and Expenses.h.
    Income Taxes.  Income taxes have not been
    provided as each partner is individually liable for the taxes,
    if any, on their share of the Partnerships income and
    expenses.     F-13




---



##### 



Smith
    Barney Potomac Futures Fund L.P.
    Notes to Financial Statements
 December 31, 2008
   i.
    Recent Accounting Pronouncements.  On
    March 19, 2008, Financial Accounting Standards Board
    released Statement of Financial Accounting Standards
    No. 161, Disclosures about Derivative Instruments and
    Hedging Activities (FAS 161).
    FAS 161 requires qualitative disclosures about objectives
    and strategies for using derivatives, quantitative disclosures
    about fair value amounts of and gains and losses on derivative
    instruments, and disclosures about credit-risk-related
    contingent features in derivative agreements. The application of
    FAS 161 is required for fiscal years beginning after
    November 15, 2008 and interim periods within those fiscal
    years. The standard expands the disclosure requirements for
    derivatives and hedged items and has no impact on how the
    Partnership accounts for derivatives (the Partnership does not
    have hedged items). Management is evaluating the enhanced
    disclosure requirements and does not believe that there will be
    any material impact on the financial statement disclosures.  3.
    Agreements:  a.
    Limited Partnership Agreement:    b.
    Management Agreements:      c.
    Customer Agreement:  give-up 30-day 3-month
 F-14




---



##### 



Smith
    Barney Potomac Futures Fund L.P.
    Notes to Financial Statements
 December 31, 2008
    4.
    Trading
    Activities:      5.
    Distributions
    and Redemptions:    6.
    Financial
    Highlights:    2008


2007


2006Net realized and unrealized gains (losses)*

$
(48.72
)

$
(294.73
)

$
7.43Interest income


16.37



60.70



66.34Expenses**


(35.52
)


(37.09
)


(46.60
)Increase (decrease) for the year


(67.87
)


(271.12
)


27.17Net Asset Value per Redeemable Unit, beginning of year


1,573.45



1,844.57



1,817.40Net Asset Value per Redeemable Unit, end of year

$
1,505.58


$
1,573.45


$
1,844.57    *
    
    Includes brokerage commissions.**
    
    Excludes brokerage commissions. F-15




---



##### 



Smith
    Barney Potomac Futures Fund L.P.
    Notes to Financial Statements
 December 31, 2008
  2008


2007


2006Ratios to average net assets:Net investment income (loss) before incentive fees***


(7.9
)%


(5.4
)%


(5.1
)%Operating expenses


9.1
%


8.9
%


8.9
%Incentive fees



%



%


0.5
%Total expenses


9.1
%


8.9
%


9.4
%Total return:Total return before incentive fees


(4.3
)%


(14.7
)%


2.0
%Incentive fees



%



%


(0.5
)%Total return after incentive fees


(4.3
)%


(14.7
)%


1.5
%   ***
    
    Interest income less total expenses.    7.
    Financial
    Instrument Risks:         F-16




---



##### 



Smith
    Barney Potomac Futures Fund L.P.
    Notes to Financial Statements
 December 31, 2008
       F-17




---



##### 



For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2008 to
    
    July 1, 2008 to
    
    April 1, 2008 to
    
    January 1, 2008 toDecember 31, 2008
    
    September 30, 2008
    
    June 30, 2008
    
    March 31, 2008Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees
including interest
income
    
    $
    (1,974,153
    )
    
    $
    (4,926,022
    )
    
    $
    5,856,297
    
    
    $
    (360,634
    )Net income (loss)
    
    $
    (2,575,475
    )
    
    $
    (5,531,899
    )
    
    $
    5,132,028
    
    
    $
    (1,146,434
    )Increase (decrease)
in Net Asset Value
per Unit
    
    $
    (40.08
    )
    
    $
    (79.02
    )
    
    $
    63.49
    
    
    $
    (12.26
    )
 For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2007 to
    
    July 1, 2007 to
    
    April 1, 2007 to
    
    January 1, 2007 toDecember 31, 2007
    
    September 30, 2007
    
    June 30, 2007
    
    March 31, 2007Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees
including interest
income
    
    $
    (3,797,683
    )
    
    $
    (33,691,757
    )
    
    $
    26,627,253
    
    
    $
    (14,714,824
    )Net income (loss)
    
    $
    (4,746,144
    )
    
    $
    (34,663,291
    )
    
    $
    25,491,095
    
    
    $
    (15,867,105
    )Increase (decrease)
in Net Asset Value
per Unit
    
    $
    (49.38
    )
    
    $
    (308.19
    )
    
    $
    215.60
    
    
    $
    (129.15
    )
 F-18




---



##### 



To the
    Limited Partners of
    CMF Campbell Master Fund L.P.
    
  By:
    Jennifer Magro      Citigroup Managed Futures LLC
 212-559-2011
 F-19




---



##### 



Report of
    Independent Auditors
         
 F-20




---



##### 



Report of Independent Registered Public Accounting Firm
 
     
 F-21




---



##### 



CMF
    Campbell Master Fund L.P.

    Statements of Financial Condition
    December 31, 2008 and 2007
  2008


2007Assets:Equity in commodity futures trading account:Cash (Note 3c)

$
119,063,081


$
202,331,563Cash margin (Note 3c)


7,947,067



17,299,861Net unrealized appreciation on open futures contracts


159,230



1,316,942Unrealized appreciation on open forward contracts


3,234,818



5,178,307Options owned, at fair value (cost $36,166 and $269,832 at
    December 31, 2008 and 2007, respectively)


20,304



263,000130,424,500



226,389,673Interest receivable


1,922



435,815Total assets

$
130,426,422


$
226,825,488Liabilities and Partners Capital:Liabilities:Unrealized depreciation on open forward contracts

$
2,837,275


$
7,684,822Options written, at fair value (premium $108,994 and $153,329 at
    December 31, 2008 and 2007, respectively)


82,624



110,504Accrued expenses:Professional fees


29,639



22,189Redemption payable (Note 5)






1,875,958Distribution payable (Note 5)


1,922



435,815Total liabilities


2,951,460



10,129,288Partners Capital:General Partner, 0.0000 Unit equivalents at December 31,
    2008 and 2007






Limited Partners Capital, 112,523.4490 and 197,763.9128
    Redeemable Units of Limited Partnership Interest outstanding at
    December 31, 2008 and 2007, respectively


127,474,962



216,696,200Total liabilities and partners capital

$
130,426,422


$
226,825,488   See accompanying notes to financial statements.
 F-22




---



##### 



CMF
    Campbell Master Fund L.P.

    Schedule of Investments
    December 31, 2008
  % of PartnersFair Value


CapitalFutures Contracts PurchasedInterest Rates Non-U.S

$
600,131



0.47
%Interest Rates U.S


(204,258
)


(0.16
)Indices


44,667



0.04Metals


3,250



0.00
*Total futures contracts purchased


443,790



0.35Futures Contracts SoldEnergy


(42,257
)


(0.03
)Interest Rates Non-U.S


(92,304
)


(0.07
)Interest Rates U.S


(987
)


(0.00
)*Indices


(149,012
)


(0.12
)Total futures contracts sold


(284,560
)


(0.22
)Net unrealized appreciation on open futures contracts


159,230



0.13Unrealized Appreciation on Open Forward ContractsCurrencies


3,229,485



2.53Metals


5,333



0.00
*Total unrealized appreciation on open forward contracts


3,234,818



2.53Unrealized Depreciation on Open Forward ContractsCurrencies


(2,741,087
)


(2.15
)Metals


(96,188
)


(0.08
)Total unrealized depreciation on open forward contracts


(2,837,275
)


(2.23
)Options OwnedCurrencies


20,304



0.02Options WrittenCurrencies


(82,624
)


(0.06
)Total fair value

$
494,453



0.39
%   *
    
    Due to rounding.  See accompanying notes to financial statements.
 F-23




---



##### 



CMF
    Campbell Master Fund L.P.
    Schedule of Investments
    December 31, 2007
  % of PartnersFair Value


CapitalFutures Contracts PurchasedEnergy

$
504,120



0.23
%Interest Rates Non-U.S.


111,291



0.05Interest Rates U.S.


380,506



0.18Indices


698,091



0.32Metals


215,440



0.10Total futures contracts purchased


1,909,448



0.88Futures Contracts SoldEnergy


(391,048
)


(0.18
)Interest Rates Non-U.S.


(159,023
)


(0.07
)Interest Rates U.S.


(3,078
)


(0.00
)*Indices


(39,357
)


(0.02
)Total futures contracts sold


(592,506
)


(0.27
)Net unrealized appreciation on open futures contracts


1,316,942



0.61Unrealized Appreciation on Forward ContractsCurrencies


5,081,872



2.35Metals


96,435



0.04Total unrealized appreciation on forward contracts


5,178,307



2.39Unrealized Depreciation on Forward ContractsCurrencies


(7,615,465
)


(3.52
)Metals


(69,357
)


(0.03
)Total unrealized depreciation on forward contracts


(7,684,822
)


(3.55
)Options OwnedCurrencies


263,000



0.12Options WrittenCurrencies


(110,504
)


(0.05
)Total fair value

$
(1,037,077
)


(0.48
)%    *
    
    Due to rounding  See accompanying notes to financial statements.
 F-24




---



##### 



CMF
    Campbell Master Fund L.P.
 Statements of Income and Expenses
 for the years ended December 31, 2008, 2007 and 2006
  2008


2007


2006Income:Net gains (loss) on trading of commodity interests:Net realized gains (losses) on closed positions

$
5,096,789


$
(7,020,650
)

$
(8,703,477
)Change in net unrealized gains (losses) on open positions


1,720,861



(19,893,661
)


29,791,293Gain (loss) from trading, net


6,817,650



(26,914,311
)


21,087,816Interest income (Note 3c)


1,898,928



9,721,573



12,424,375Total income (loss)


8,716,578



(17,192,738
)


33,512,191Expenses:Clearing fees


114,965



436,254



318,206Professional fees


46,143



38,051



52,325Total expenses


161,108



474,305



370,531Net income (loss)

$
8,555,470


$
(17,667,043
)

$
33,141,660Net income (loss) per Redeemable Unit of Limited Partnership
    Interest (Notes 1 and 6)

$
48.81


$
(82.98
)

$
123.70   See accompanying notes to financial statements.
 F-25




---



##### 



CMF
    Campbell Master Fund L.P.
 Statements of Changes in Partners Capital
 for the years ended December 31, 2008, 2007 and 2006
   PartnersCapitalPartners capital at December 31, 2005

$
326,390,773Net income (loss)


33,141,660Sale of 43,164.5073 Redeemable Units of Limited Partnership
    Interest


50,450,807Redemption of 61,604.6087 Redeemable Units of Limited
    Partnership Interest


(70,468,475
)Distribution of interest to feeder funds


(12,424,375
)Partners capital at December 31, 2006


327,090,390Net income (loss)


(17,667,043
)Sale of 6,744.0375 Redeemable Units of Limited Partnership
    Interest


7,969,328Redemption of 77,141.7434 Redeemable Units of Limited
    Partnership Interest


(90,974,902
)Distribution of interest to feeder funds


(9,721,573
)Partners capital at December 31, 2007


216,696,200Net income (loss)


8,555,470Sale of 7,110.7187 Redeemable Units of Limited Partnership
    Interest


7,921,000Redemption of 92,351.1825 Redeemable Units of Limited
    Partnership Interest


(103,798,780
)Distribution of interest to feeder funds


(1,898,928
)Partners capital at December 31, 2008

$
127,474,962Net Asset Value per Redeemable Unit of Limited Partnership
    Interest:   2006:

$
1,219.752007:

$
1,095.732008:

$
1,132.87
   See accompanying notes to financial statements.
 F-26




---



##### 



CMF
    Campbell Master Fund L.P.

    Notes to Financial Statements
    December 31, 2008
  1.
    Partnership
    Organization:           F-27




---



##### 



CMF
    Campbell Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
    2.
    Accounting
    Policies:  a.
    Use of Estimates.The preparation of financial
    statements and accompanying notes in conformity with
    U.S. generally accepted accounting principles
    (GAAP) requires management to make estimates and
    assumptions that affect the reported amounts of assets and
    liabilities, income and expenses, and related disclosures of
    contingent assets and liabilities in the financial statements
    and accompanying notes. Actual results could differ from these
    estimates.b.
    Statement of Cash Flows.The Master has
    elected not to provide a Statement of Cash Flows as permitted by
    Statement of Financial Accounting Standards No. 102
    Statement of Cash Flows-Exemption of Certain Enterprises
    and Classification of Cash Flows from Certain Securities
    Acquired for Resale (FAS 102).c.
    Investments.All commodity interests of the
    Master (including derivative financial instruments and
    derivative commodity instruments) are held for trading purposes.
    The commodity interests are recorded on trade date and open
    contracts are recorded at fair value (as described below) at the
    measurement date. Investments in commodity interests denominated
    in foreign currencies are translated into U.S. dollars at
    the exchange rates prevailing at the measurement date. Gains or
    losses are realized when contracts are liquidated. Unrealized
    gains or losses on open contracts are included as a component of
    equity in commodity futures trading account on the Statements of
    Financial Condition. Realized gains or losses and any change in
    net unrealized gains or losses from the preceding period are
    reported in the Statements of Income and Expenses.  Fair Value Measurements. Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
    F-28




---



##### 



CMF
    Campbell Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  Quoted Prices inActive Markets for


Significant Other


SignificantIdentical Assets


Observable Inputs


Unobservable12/31/2008


(Level 1)


(Level 2)


Inputs (Level 3)AssetsFutures

$
159,230


$
159,230


$



$
Forwards


3,234,818



5,333



3,229,485



Options owned


20,304







20,304



Total assets

$
3,414,352


$
164,563


$
3,249,789


$
LiabilitiesForwards

$
2,837,275


$
96,188


$
2,741,087


$
Options written


82,624







82,624



Total liabilities


2,919,899



96,188



2,823,711



Total fair value

$
494,453


$
68,375


$
426,078


$
   d.
    Futures Contracts.The Master trades futures
    contracts. A futures contract is a firm commitment to buy or
    sell a specified quantity of investments, currency or a
    standardized amount of a deliverable grade commodity, at a
    specified price on a specified future date, unless the contract
    is closed before the delivery date or if the delivery quantity
    is something where physical delivery cannot occur (such as
    S&P 500 Index), whereby such contract is settled in cash.
    Payments (variation margin) may be made or received
    by the Master each business day, depending on the daily
    fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or losses by the Master. When the
    contract is closed, the Master records a realized gain or loss
    equal to the difference between the value of the contract at the
    time it was opened and the value at the time it was closed.
    Because transactions in futures contracts require participants
    to make both initial margin deposits of cash or other assets and
    variation margin deposits, through the futures broker, directly
    with the exchange on which the contracts are traded, credit
    exposure is limited. Realized gains (losses) and changes in
    unrealized gains (losses) on futures contracts are included in
    the Statements of Income and Expenses.  e.
    Forward Foreign Currency Contracts.Foreign
    currency contracts are those contracts where the Master agrees
    to receive or deliver a fixed quantity of foreign currency for
    an
    agreed-upon
    price on an agreed future date. Foreign currency contracts are
    valued daily, and the Masters net equity therein,
    representing unrealized gain or loss on the contracts as
    measured by the difference between the forward foreign exchange
    rates at the dates of entry into the contracts and the forward
    rates at the reporting date, is included in the Statements of
    Financial Condition. Realized gains (losses) and changes in
    unrealized gains (losses) on foreign currency contracts are
    recognized in the period in which the contract is closed or the
    changes occur, respectively, and are included in the Statements
    of Income and Expenses.  f.
    London Metals Exchange Forward
    Contracts.  Metal contracts traded on the London
    Metals Exchange (LME) represent a firm commitment to
    buy or sell a specified quantity of Aluminum, Copper, Lead,
    Nickel, Tin  or Zinc. LME contracts traded by the Master are
    cash settled based on prompt dates published by the LME.
    Payments (variation margin) may be made or received
    by the Master each business day, depending on the daily
    fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or losses by the Master. A contract
    is considered offset when all long positions have been matched
    with short positions. When the contract is closed at the prompt
    date, the Master records a realized gain or loss equal to the
    difference between the value of the contract at the time it was
    opened and the value at the time it was closed. Because
    transactions in LME contracts require participants to make both
    initial margin deposits of cash or other assets and variation
    margin deposits, through the broker, directly with the LME, F-29




---



##### 



CMF
    Campbell Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  credit exposure is limited. Realized gains (losses) and changes
    in unrealized gains (losses) on metal contracts are included in
    the Statements of Income and Expenses.  g.
    Options.The Master may purchase and write
    (sell), both exchange listed and over-the-counter, options on
    commodities or financial instruments. An option is a contract
    allowing, but not requiring, its holder to buy (call) or sell
    (put) a specific or standard commodity or financial instrument
    at a specified price during a specified time period. The option
    premium is the total price paid or received for the option
    contract. When the Master writes an option, the premium received
    is recorded as a liability in the Statements of Financial
    Condition and marked to market daily. When the Master purchases
    an option, the premium paid is recorded as an asset in the
    Statements of Financial Condition and marked to market daily.
    Realized gains (losses) and changes in unrealized gains (losses)
    on options contracts are included in the Statements of Income
    and Expenses.h.
    Income and Expenses Recognition.All of the
    income and expenses and realized and unrealized gains and losses
    on trading of commodity interests are determined on each
    valuation day and allocated pro rata among the Funds at the time
    of such determination.  i.
    Income Taxes.Income taxes have not been
    provided as each partner is individually liable for the taxes,
    if any, on their share of the Masters income and expenses.      j.
    Recent Accounting Pronouncements.On
    March 19, 2008, Financial Accounting Standards Board
    released Statement of Financial Accounting Standards
    No. 161, Disclosures about Derivative Instruments and
    Hedging Activities (FAS 161).
    FAS 161 requires qualitative disclosures about objectives
    and strategies for using derivatives, quantitative disclosures
    about fair value amounts of and gains and losses on derivative
    instruments, and disclosures about credit-risk-related
    contingent features in derivative agreements. The application of
    FAS 161 is required for fiscal years beginning after
    November 15, 2008 and interim periods within those fiscal
    years. The standard expands the disclosure requirements for
    derivatives and hedged items and has no impact on how the Master
    accounts for derivatives (the Master does not have hedged
    items). Management is evaluating the enhanced disclosure
    requirements and does not believe that there will be any
    material impact on the financial statement disclosures.  3.
    Agreements:  a.
    Limited Partnership Agreement:   F-30




---



##### 



CMF
    Campbell Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  b.
    Management Agreement:    c.
    Customer Agreement:  give-up,
  4.
    Trading
    Activities:      5.
    Distributions
    and Redemptions:   F-31




---



##### 



CMF
    Campbell Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  6.
    Financial
    Highlights:    2008


2007


2006Net realized and unrealized gains (losses)*

$
37.47


$
(123.87
)

$
81.10Interest income


11.67



41.04



42.78Expenses**


(0.33
)


(0.15
)


(0.18
)Increase (decrease) for the year


48.81



(82.98
)


123.70Distribution of interest income to feeder funds


(11.67
)


(41.04
)


(42.78
)Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, beginning of year


1,095.73



1,219.75



1,138.83Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, end of year

$
1,132.87


$
1,095.73


$
1,219.75    *
    
    Includes clearing fees

**
    
    Excludes clearing fees  Ratios to average net assets:Net investment income (loss)***


1.0
%


3.3
%


3.6
%Operating expenses


0.1
%


0.2
%


0.1
%Total return


4.5
%


(6.8
)%


10.9
%    ***
    
    Interest income less total expenses    7.
    Financial
    Instrument Risks:       F-32




---



##### 



CMF
    Campbell Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
         F-33




---



##### 



For the periodFor the period
    
    from
    
    
    
    
    
    For the periodfrom
    
    July 1, 2008 to
    
    For the period
    
    fromOctober 1, 2008 to
    
    September 30,
    
    from April 1, 2008
    
    January 1, 2008 toDecember 31, 2008
    
    2008
    
    to June 30, 2008
    
    March 31, 2008Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees
including interest
income
    
    $
    (587,579
    )
    
    $
    (4,348,292
    )
    
    $
    10,671,583
    
    
    $
    2,865,901Net income (loss)
    
    $
    (607,961
    )
    
    $
    (4,356,671
    )
    
    $
    10,663,067
    
    
    $
    2,857,035Increase (decrease)
in Net Asset Value
per Redeemable Unit
    
    $
    (4.11
    )
    
    $
    (32.44
    )
    
    $
    70.15
    
    
    $
    15.21
 For the periodFor the period
    
    from
    
    
    
    
    
    For the periodfrom
    
    July 1, 2007 to
    
    For the period
    
    fromOctober 1, 2007 to
    
    September 30,
    
    from April 1, 2007
    
    January 1, 2007 toDecember 31, 2007
    
    2007
    
    to June 30, 2007
    
    March 31, 2007Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees
including interest
income
    
    $
    (1,543,815
    )
    
    $
    (42,641,288
    )
    
    $
    41,745,049
    
    
    $
    (15,188,938
    )Net income (loss)
    
    $
    (1,548,757
    )
    
    $
    (42,653,118
    )
    
    $
    41,733,260
    
    
    $
    (15,198,428
    )Increase (decrease)
in Net Asset Value
per Redeemable Unit
    
    $
    (9.68
    )
    
    $
    (184.66
    )
    
    $
    171.71
    
    
    $
    (60.35
    )
 F-34




---



##### 



Item 9. Changes in and Disagreements with Accountants and Accounting and Financial Disclosure .
    Item 9A(T). Controls and Procedures .
    internal control over financial reporting
 
    
    pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Partnership;
    
    provide reasonable assurance that (i) transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP  and (ii) the Partnerships receipts are handled and expenditures
are made only pursuant to authorizations of the General Partner; and
    
    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Partnerships assets that could have a material
effect on the financial statements.
 Financial Statements and Supplementary Data.
  Item 9B. Other Information.
 32




---



##### 



PART III
 Item 10. Directors, Executive Officers and Corporate Governance.
   Item 11. Executive Compensation.
 Business
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 Security ownership of certain beneficial owners
  Name and Address
    
    Amount and Nature of
    
    PercentTitle of Class
    
    of Beneficial Owner
    
    Beneficial Ownership
    
    of ClassRedeemable Units of Limited Partnership Interest
    
    Timothy P. Casey
Casey Enterprises
1465 Cantera Avenue
Santa Barbara, CA 93110-2402
    
    3,162.3373 Redeemable Units
    
    
    5.6
    %
 Security ownership of management
 Changes in control
 Item 13. Certain Relationship and Related Party Transactions, and Director Independence.
 Business Executive
Compensation.
 Item 14. Principal Accountant Fees and Services.
 Audit Fees
 PwC
    
    $
    90,100KPMG
    
    $
    91,700
 Audit-Related Fees
 Tax Fees
 PwC
    
    $
    21,200KPMG
    
    $
    22,100
 All Other Fees
   33




---



##### 



PART IV
 Item 15. Exhibits, Financial Statement Schedules.
                     34




---



##### 



35




---



##### 



SIGNATURES
   By:
    
    /s/ Citigroup Managed Futures LLC

(General Partner)By:
    
    /s/ Jerry Pascucci

Jerry Pascucci, President & Director
  /s/ Jerry Pascucci
    
    
    
    /s/ Ihor RakowskyJerry Pascucci
    
    
    
    Ihor RakowskyPresident and Director
    
    
    
    Secretary and Director/s/ Jennifer Magro
    
    
    
    /s/ Daryl DewbreyJennifer Magro
    
    
    
    Daryl DewbreyChief Financial Officer and Director
    
    
    
    Director/s/ Steven Ciampi
    
    
    
    /s/ Raymond NolteSteven Ciampi
    
    
    
    Raymond NolteDirector
    
    
    
    Director/s/
Shelley Deavitt Ullman

Shelley Deavitt UllmanDirector
 Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the
Act by Registrants Which Have Not Registered Securities Pursuant To Section 12 of the Act.
   36