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 year ended December 31, 1998

Commission File Number 333-61961


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


      New York                            13-4015586
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)              Identification No.)

                    c/o Smith Barney Futures Management Inc.
                           390 Greenwich St. - 1st Fl.
                            New York, New York 10013
              (Address and Zip Code of principal executive offices)

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

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  Units of
                                                             Limited Partnership
                                                             Interest
                                                             (Title of Class)

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

                                    Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K [X]

As of February 28, 1999  Limited  Partnership  Units with an aggregate  value of
$34,182,446 were outstanding and held by non-affiliates.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


<PAGE>



                                     PART I

Item 1. Business.

         (a) General  development  of  business.  Salomon  Smith  Barney  Global
Diversified  Futures  Fund L.P.  (the  "Partnership")  is a limited  partnership
organized under the laws of the State of New York, on June 15, 1998 to engage in
speculative trading of a diversified portfolio of commodity interests, including
futures contracts, options and forwards. The commodity interests that are traded
by the  Partnership  are volatile and involve a high degree of market risk.  The
Partnership commenced trading operations on February 2, 1998. A total of 100,000
Units of Limited Partnership Interest in the Partnership  ("Units") were offered
to the  public.  A  Registration  Statement  on Form S-1  relating to the public
offering  became  effective on November 25, 1998.  Proceeds of the offering were
held in an escrow account during the year ended December 31, 1998.
         The  General  Partner  has  agreed to make  capital  contributions,  if
necessary, so that its general partnership interest will be equal to the greater
of (i) 1% of the partners' contributions to the Partnership or (ii) $25,000. The
Partnership  will be  liquidated  upon the  first  of the  following  to  occur:
December 31, 2018;  the net asset value of a Unit decreases to less than $400 as
of the close of any business day; or under certain  circumstances  as defined in
the Limited Partnership  Agreement of the Partnership (the "Limited  Partnership
Agreement").



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<PAGE>

         Smith Barney Futures  Management  Inc. acts as the general partner (the
"General  Partner") of the Partnership.  The  Partnership's  commodity broker is
Salomon Smith Barney Inc.  ("SSB").  SSB is an affiliate of the General Partner.
The  General  Partner is wholly  owned by Salomon  Smith  Barney  Holdings  Inc.
("SSBH"),  which is the sole owner of SSB. SSBH is a wholly owned  subsidiary of
Citigroup Inc.
         The  Partnership's  trading of futures contracts on commodities is done
on United  States and foreign  commodity  exchanges.  It engages in such trading
through a commodity brokerage account maintained with SSB.
         All  commodity  trading  decisions  will  initially  be  made  for  the
Parthership by Campbell & Company,Inc. ("Campbell"), Eagle Trading Systems, Inc.
("Eagle"), Eckhardt Trading Company ("Eckhardt") and Rabar Market Research, Inc.
("Rabar")  (collectively,  the  "Advisors").  None of the Advisors is affiliated
with one another,  the General  Partner or SSB. The Advisors are not responsible
for the organization or operation of the Partnership.
         Pursuant to the terms of the  Management  Agreements  (the  "Management
Agreements"),  the  Partnership is obligated to pay each Advisor:  (i) a monthly
management  fee equal to 1/6 of 1% (2% per year) of month-end Net Assets (except
that  Eagle's  management  fee will be  reduced  by  Eagle's  pro rata  share of
customary and routine  administrative  expenses of the Partnership) allocated to
each  Advisor  as of the end of each  month and (ii) an  incentive  fee  payable
annually  equal to 20% of the New Trading  Profits (as defined in the Management
Agreements)(except  Eagle,  which will  receive an  incentive  fee of 23% of New
Trading Profits) earned by each Advisor for the Partnership.

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<PAGE>


         The  Partnership  has entered into a Customer  Agreement  with SSB (the
"Customer  Agreement")  which provides that the  Partnership  will pay SSB (i) a
monthly  brokerage fee equal to 9/20 of 1% of month-end Net Assets  allocated to
Eagle,  Eckhardt and Rabar (5.4% per year) in lieu of brokerage commissions on a
per trade basis and (ii) $54 per  round-turn  for  transactions  entered into by
Campbell to be paid monthly, provided that round-turn commissions will be capped
at .45% per month  (5.4% of Net  Assets  per  year).  SSB pays a portion  of its
brokerage  fees to its  financial  consultants  who have sold  Units and who are
registered as associated  persons with the Commodity Futures Trading  Commission
(the "CFTC").  The Partnership  pays for National  Futures  Association  ("NFA")
fees,  exchange and  clearing  fees,  give-up and user fees and floor  brokerage
fees.  The  Customer  Agreement  between  the  Partnership  and  SSB  gives  the
Partnership the legal right to net unrealized  gains and losses.  Brokerage fees
will be paid for the life of the  Partnership,  although  the rate at which such
fees are paid may be changed.
         In addition,  SSB pays the  Partnership  interest on 80% of the average
daily  equity  maintained  in cash in its account  during each month at a 30-day
U.S.  Treasury  bill  rate  determined  weekly  by  SSB  based  on  the  average
non-competitive  yield on 3-month U.S.  Treasury  bills maturing in 30 days from
the date on which such weekly rate is determined.

                                       4
<PAGE>
         (b) Financial  information about industry  segments.  The Partnership's
business  consists  of  only  one  segment,  speculative  trading  of  commodity
interests.  The Partnership does not engage in sales of goods or services. There
were no operations for the year ended December 31, 1998. The Partnership capital
as of December 31, 1998 was $2,000.
         (c)      Narrative description of business.  See Paragraphs (a) and (b)
                  above.
                  (i) through (x) - Not applicable.
                  (xi) through (xii) - Not applicable.
                  (xiii) - The Partnership has no employees.
         (d) Financial  Information  About Foreign and Domestic  Operations  and
Export Sales. The Partnership does not engage in sales of goods or services, and
therefore this item is not applicable.
Item 2.  Properties.
The  Partnership  does not own or lease  any  properties.  The  General  Partner
operates out of facilities provided by its affiliate, SSB.
Item 3.  Legal Proceedings.
         There are no material legal proceedings pending against the Partnership
or the General Partner.
         This section describes the major legal proceedings, other than ordinary
routine litigation incidental to the business, to which SSBH, the parent company
of the General  Partner or its  subsidiaries is a party or to which any of their
property is subject.


                                       5
<PAGE>

         In  September  1992,  Harris  Trust and  Savings  Bank (as  trustee for
Ameritech  Pension  Trust  ("APT"),  Ameritech  Corporation,  and an  officer of
Ameritech filed suit against Salomon  Brothers Inc. ("SBI") and Salomon Brothers
Realty Corporation ("SBRC") in the U.S. District Court for the Northern District
of Illinois  (Harris Trust Savings Bank, not  individually but solely as trustee
for the Ameritech Pension Trust,  Ameritech Corporation and John A. Edwardson v.
Salomon  Brothers Inc and Salomon  Brothers  Realty  Corp.).  The second amended
complaint  alleges that three purchases by APT from defendants of  participation
interests  in net cash flow or resale  proceeds  of three  portfolios  of motels
owned by Motels of America, Inc. ("MOA"), as well as a fourth purchase by APT of
a similar participation  interest with respect to a portfolio of motels owned by
Best Inns, Inc. ("Best"),  violated the Employee  Retirement Income Security Act
("ERISA"),  and that the purchase of the  participation  interests for the third
MOA portfolio and for the Best portfolio  violated the Racketeer  Influenced and
Corrupt   Organization  Act  ("RICO")  and  state  law.  SBI  had  acquired  the
participation  interests  in  transactions  in which it  purchased  as principal
mortgage notes issued by MOA and Best to finance  purchases of motel portfolios;
95% of three such  interests  and 100% of one such interest were sold to APT for
purchase prices  aggregating  approximately  $20.9 million.  Plaintiffs'  second
amended complaint seeks (a) judgment on the ERISA claims for the purchase prices
of  the  four  participation   interests   (approximately  $20.9  million),  for
rescission and for  disgorgement  of profits,  as well as other relief,  and (b)
judgment on the claims  brought  under RICO and state law in the amount of $12.3



                                       6

<PAGE>

million,  with  damages  trebled to $37 million on the RICO claims and  punitive
damages  in excess of $37  million on certain of the state law claims as well as
other  relief.  The court  dismissed  the RICO,  breach of contract,  and unjust
enrichment  claims.  The court also found that  defendants did not qualify as an
ERISA  fiduciary and dismissed the claims based on that  allegation.  Defendants
moved for summary  judgment on the sole remaining  claim. The motion was denied,
and defendants  appealed to the U.S.  Court of Appeals for the Seventh  Circuit.
Defendants are awaiting a decision.
         Both the  Department  of Labor and the  Internal  Revenue  Service have
advised  SBI that  they  were or are  reviewing  the  transactions  in which APT
acquired  such  participation  interests.  With respect to the Internal  Revenue
Service review,  SSBH, SBI and SBRC have consented to extensions of time for the
assessment  of excise  taxes that may be  claimed to be due with  respect to the
transactions  for the years 1987,  1988 and 1989.  In August 1996,  the IRS sent
SSBH,  SBI and SBRC what appeared to be draft  "30-day  letters" with respect to
the  transactions and SSBH, SBI and SBRC were given an opportunity to comment on
whether the IRS should issue 30-day letters,  which would actually  commence the
assessment  process.  In October 1996, SSBH, SBI and SBRC submitted a memorandum
setting forth  reasons why the IRS should not issue 30-day  letters with respect
to the transactions.



                                       7
<PAGE>

         In December 1996, a complaint seeking unspecified  monetary damages was
filed by Orange County,  California against numerous brokerage firms,  including
Smith  Barney,  in the  U.S.  Bankruptcy  Court  for  the  Central  District  of
California  (County  of  Orange  et al. v.  Bear  Stearns  & Co.  Inc.  et al.).
Plaintiff alleges,  among other things, that defendants  recommended and sold to
plaintiff  unsuitable  securities  and that such  transactions  were outside the
scope of  plaintiff's  statutory and  constitutional  authority  (ultra  vires).
Defendants'  motion for summary  judgment  was granted with respect to the ultra
vires  claims in  February  1999.  The court  allowed  the  filing of an amended
complaint asserting claims based on alleged breaches of fiduciary duty.
         In June 1998,  complaints were filed in the U.S. District Court for the
Eastern District of Louisiana in two actions (Board of  Liquidations,  City Debt
of the City of New  Orleans v. Smith  Barney  Inc.  et ano.  and The City of New
Orleans v. Smith Barney Inc. et ano.),  in which the City of New Orleans seeks a
declaratory  judgment  that  Smith  Barney  Inc.  and  another  underwriter  are
responsible  for any damages  that the City may incur in the event the  Internal
Revenue  Service  denies tax  exempt  status to the  City's  General  Obligation
Refunding  Bonds Series 1991.  SSBH filed a motion to dismiss the  complaints in
September 1998, and the complaints were subsequently  amended.  SSBH has filed a
motion to dismiss the amended complaints.
         In November 1998, a purported  class action  complaint was filed in the
United States District Court for the Middle District of Florida (Dwight Brock as
Clerk for Collier County v. Merrill Lynch, et al.). The complaint  alleges that,

                                       8

<PAGE>

pursuant to a nationwide conspiracy, 17 broker-dealer defendants, including SSB,
charged excessive mark-ups in connection with advanced  refunding  transactions.
SSBH intends to contest this complaint vigorously. Environmental Matters
         In July  1996,  the City and  County of Denver  ("Denver")  enacted  an
ordinance   imposing   a   substantial   fee  on  any   radioactive   waste   or
radium-contaminated  material  disposed  of in the City of  Denver.  Under  this
ordinance,  Denver assessed a subsidiary of Salomon,  the S.W. Shattuck Chemical
Company, Inc.  ("Shattuck"),  $9.35 million for certain disposal already carried
out. Shattuck sued to enjoin  imposition of the fee on  constitutional  grounds.
The  United  States  also  sued,  seeking  to  enjoin  imposition  of the fee on
constitutional  grounds.  Denver  counterclaimed  and  moved  to add  SSBH  as a
defendant  for past costs.  These cases have been  consolidated  before the U.S.
District Court in Colorado,  which granted  Shattuck's  motion for a preliminary
injunction  enjoining Denver from enforcing the ordinance during the pendency of
the litigation. The parties have reached a settlement.
         SSBH and various  subsidiaries  have also been named as  defendants  in
various  matters  incident  to and typical of the  businesses  in which they are
engaged. These include numerous civil actions, arbitration proceedings and other
matters in which SSBH's  broker-dealer  subsidiaries have been named, arising in
the  normal  course of  business  out of  activities  as a broker  and dealer in
securities,  as an  underwriter  of  securities,  as  an  investment  banker  or


                                       9
<PAGE>

otherwise.  In the  opinion  of  SSBH's  management,  none of these  actions  is
expected  to  have a  material  adverse  effect  on the  consolidated  financial
condition of SSBH and its subsidiaries.
Item 4.  Submission of Matters to a Vote of Security Holders.
There were no matters  submitted to the  security  holders for a vote during the
last fiscal year covered by this report.
                                     PART II

Item 5. Market  for  Registrant's  Common  Equity and  Related  Security  Holder
        Matters.

        (a) Market Information. The Partnership has issued no stock. There is no
            established  public  market  for the  Units of  Limited  Partnership
            Interest.
        (b) Holders.  The  number of  holders  of Units of  Limited  Partnership
            Interest as of December 31, 1998 was 1.
        (c) Distribution.  The  Partnership  did not declare a  distribution  in
            1998.

                                       10
<PAGE>


Item 6. Selected  Financial  Data. At December 31, 1998, the total assets of the
Partnership  were  $2,000.  

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.
(a) Liquidity.  The  Partnership  does not engage in sales of goods or services.
Its only  assets  are its  equity  in its  commodity  futures  trading  account,
consisting  of  cash  and  cash   equivalents,   net   unrealized   appreciation
(depreciation) on open futures contracts and interest receivable. Because of the
low margin deposits normally  required in commodity futures trading,  relatively
small price movements may result in substantial losses to the Partnership.  Such
substantial  losses could lead to a material decrease in liquidity.  To minimize
this risk, the Partnership will follow certain policies including:
         (1) Partnership  funds are invested only in futures contracts which are
traded in sufficient volume to permit,  in the opinion of the Advisors,  ease of
taking and liquidating positions.
         (2)  The   Partnership   diversifies   its   positions   among  various
commodities.
         (3) No Advisor initiates  additional positions in any commodity if such
additional  positions  would result in aggregate  positions for all  commodities
requiring as margin more than 66-2/3% of the  Partnership's  assets allocated to
the Advisor.

                                       11
<PAGE>

         (4) The  Partnership 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  clearing  house,  the
physical commodity position will be fully hedged.
         (5) The  Partnership  does not employ the  trading  technique  commonly
known as  "pyramiding",  in which the  speculator  uses  unrealized  profits  on
existing positions as margin for the purchase or sale of additional positions in
the same or related commodities.
         (6) The  Partnership  does not  utilize  borrowings  except  short-term
borrowings if the Partnership takes delivery of any cash commodities.
         (7) The Advisor may, from time to time, employ trading  strategies such
as spreads or  straddles  on behalf of the  Partnership.  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.
         The  Partnership  is party to financial  instruments  with  off-balance
sheet risk, including derivative financial  instruments and derivative commodity
instruments,  in the normal course of its business.  These financial instruments
may  include  forwards,  futures  and  options,  whose  value is  based  upon an
underlying  asset,  index,  or reference  rate, and generally  represent  future
commitments to exchange  currencies or cash flows,  or to purchase or sell other
financial  instruments  at specified  terms at specified  future dates.  Each of


                                       12
<PAGE>

these  instruments  is subject to various risks similar to those relating to the
underlying financial  instruments  including market and credit risk. The General
Partner monitors and controls the  Partnership's  risk exposure on a daily basis
through   financial,   credit  and  risk  management   monitoring  systems  and,
accordingly  believes  that  it has  effective  procedures  for  evaluating  and
limiting the credit and market risks to which the Partnership is subject.
         Other  than the  risks  inherent  in  commodity  futures  trading,  the
Partnership knows of no trends,  demands,  commitments,  events or uncertainties
which  will  result  in  or  which  are  reasonably  likely  to  result  in  the
Partnership's  liquidity  increasing  or  decreasing  in any  material  way. The
Limited  Partnership  Agreement  provides  that the General  Partner may, at its
discretion,  cause the Partnership to cease trading operations and liquidate all
open positions upon the first to occur of the following:  (i) December 31, 2018;
(ii) the vote to dissolve the  Partnership by limited  partners owning more than
50% of the Units; (iii) assignment by the General Partner of all of its interest
in the  Partnership or withdrawal,  removal,  bankruptcy or any other event that
causes the General  Partner to cease to be a general  partner under the New York
Revised Limited Partnership Act unless the Partnership is continued as described
in the  Limited  Partnership  Agreement;  (iv) Net Asset Value per Unit falls to
less than $400 as of the end of any trading  day; or (v) the  occurrence  of any
event which shall make it unlawful for the  existence of the  Partnership  to be
continued.

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<PAGE>


         (b)  Capital  resources.  (i) The  Partnership  has  made  no  material
commitments for capital expenditures.
         (ii) The Partnership's capital consists of the capital contributions of
the partners as increased or decreased by gains or losses on commodity  trading,
and by expenses,  interest  income,  redemptions of Units and  distributions  of
profits,  if any.  Gains or  losses  on  commodity  futures  trading  cannot  be
predicted.  Market moves in  commodities  are  dependent  upon  fundamental  and
technical  factors  which the  Partnership  may or may not be able to  identify.
Partnership   expenses  will  consist  of,  among  other  things,   commissions,
management  fees and incentive  fees.  The level of these  expenses is dependent
upon the level of trading  gains or losses and the  ability of the  Advisors  to
identify and take  advantage of price  movements in the  commodity  markets,  in
addition  to the level of net  assets  maintained.  In  addition,  the amount of
interest  income  payable by SSB is dependent upon interest rates over which the
Partnership has no control.
         No  forecast  can be made as to the level of  redemptions  in any given
period.  Beginning  at the end of six full months  after  trading  commences,  a
Limited  Partner  may  cause  all or some of his  Units  to be  redeemed  by the
Partnership  at the net Asset  Value  thereof as of the last day of each  month,
ending at least three  months  after such Units have been  issued,  on ten days'
written notice to the General Partner. No fee will be charged for redemptions.


                                       14
<PAGE>

         (c) Results of Operations.  There were no operations for the year ended
December 31, 1998.
         (d) Operational Risk
         SSBH is directly exposed to market risk and credit risk, which arise in
the normal  course of its business  activities.  Slightly  less  direct,  but of
critical  importance,  are  risks  pertaining  to  operational  and back  office
support.  This is particularly  the case in a rapidly  changing and increasingly
global environment with increasing  transaction  volumes and an expansion in the
number and complexity of products in the marketplace. Such risks include:
Operational/Settlement  Risk - the risk of financial  and  opportunity  loss and
legal liability attributable to operational problems, such as inaccurate pricing
of transactions,  untimely trade execution,  clearance and/or settlement, or the
inability to process large volumes of transactions. SSBH is subject to increased
risks with  respect to its trading  activities  in emerging  market  securities,
where clearance,  settlement, and custodial risks are often greater than in more
established markets.
Technological Risk - the risk of loss attributable to technological  limitations
or hardware  failure  that  constrain  SSBH's  ability to gather,  process,  and
communicate  information  efficiently and securely,  without interruption,  with
customers, among units within SSBH, and in the markets where SSBH participates.


                                       15
<PAGE>

Legal/Documentation  Risk - the risk of loss attributable to deficiencies in the
documentation  of  transactions  (such  as  trade  confirmations)  and  customer
relationships  (such as master  netting  agreements)  or errors  that  result in
noncompliance with applicable legal and regulatory requirements.
Financial  Control  Risk - the  risk  of loss  attributable  to  limitations  in
financial  systems and controls.  Strong  financial  systems and controls ensure
that assets are safeguarded,  that  transactions are executed in accordance with
management's   authorization,   and  that  financial   information  utilized  by
management and communicated to external parties,  including SSBH's  stockholder,
creditors, and regulators, is free of material errors.
Risk of Computer System Failure (Year 2000 Issue)
         The Year  2000  issue  is the  result  of  existing  computers  in many
businesses  using only two digits to  identify a year in the date  field.  These
computers and programs,  often  referred to as  "information  technology,"  were
designed and developed without  considering the impact of the upcoming change in
the century. If not corrected,  many computer  applications could fail or create
erroneous  results at the Year 2000. Such systems and processes are dependent on
correctly identifying dates in the next century.
         The General Partner administers the business of the Partnership through
various  systems and  processes  maintained  by SSBH and SSB. In  addition,  the
operation of the Partnership is dependent on the capability of the Partnership's
Advisors,  the brokers and exchanges through which the Advisors trade, and other
third  parties to prepare  adequately  for the Year 2000 impact on their systems
and processes.  The Partnership itself has no systems or information  technology
applications relevant to its operations.


                                       16

<PAGE>

         The General Partner, SSB, SSBH and their parent organization  Citigroup
Inc. have undertaken a comprehensive,  firm-wide evaluation of both internal and
external  systems  (systems  related to third parties) to determine the specific
modifications  needed to  prepare  for the year  2000.  The  combined  Year 2000
program in SSB is  expected to cost  approximately  $140  million  over the four
years from 1996 through  1999,  and involve over 450 people at the peak staffing
level.  SSB expects to complete all  compliance and  certification  work by June
1999.  At this time,  over 95% of SSBH systems  have  completed  the  correction
process  and are Year 2000  compliant.  Over 73% of the systems  have  completed
certification testing. The Year 2000 project at SSBH remains on schedule.
         The systems and components  supporting the General  Partner's  business
that require  remediation have been identified and modifications  have been made
to bring them into Year 2000 compliance.  Testing of these systems was completed
in the fourth quarter of 1998. Final testing and  certification  are expected to
be completed by the end of the first quarter of 1999.
         This expenditure and the General Partner's  resources  dedicated to the
preparation  for Year  2000 do not and will not have a  material  impact  on the
operation or results of the Partnership.
         The General  Partner has  requested  and received  statements  from the
Advisors that each has undertaken its own  evaluation and  remediation  plans to
identify any of its computer systems that are Year 2000 vulnerable. Each Advisor
has  confirmed  it is taking  immediate  actions  to  remedy  those  systems  as
necessary. The General Partner will continue to inquire into and to confirm each
Advisor's readiness for Year 2000.



                                       17
<PAGE>

         The most likely and most significant risk to the Partnership associated
with the lack of Year 2000  readiness  is the failure of outside  organizations,
including the commodities exchanges, clearing organizations,  or regulators with
which the  Partnership  interacts to resolve  their Year 2000 issues in a timely
manner.  This risk could  involve the  inability to  determine  the value of the
Partnership  at some  point  in time  and  would  make  effecting  purchases  or
redemptions  of Units in the  Partnership  infeasible  until such  valuation was
determinable.
         SSB has successfully  participated in industry-wide  testing including:
The Streetwide  Beta Testing  organized by the Securities  Industry  Association
(SIA), a government  securities  clearing test with the Federal  Reserve Bank of
New York,  The Depository  Trust Company,  and The Bank of New York, and Futures
Industry  Association  participants  test. The firm is also participating in the
streetwide testing which commenced in March 1999.
         It is possible  that problems may occur that would require some time to
repair. Moreover, it is possible that problems will occur outside SSBH for which
SSBH could  experience  a  secondary  effect.  Consequently,  SSBH is  preparing
comprehensive,  written  contingency plans so that alternative  procedures and a
framework for critical decisions are defined before any potential crisis occurs.


                                       18
<PAGE>

         The  goal of  Year  2000  contingency  planning  is a set of  alternate
procedures to be used in the event of a critical  system failure or a failure by
a supplier or  counterparty.  Planning work was completed in December  1998, and
testing of alternative  procedures  will be conducted in the first half of 1999.
European  Economic  and Monetary  Union  
         European  Economic and Monetary  Union ("EMU") is an historic  event in
Europe involving the unification of currency in eleven major countries.  The new
unified currency, called the Euro, is expected to compete on a global scale with
the U.S. Dollar and the Japanese Yen.  Introduction of the Euro began on January
1, 1999,  when the European  Central Bank assumed control of the monetary policy
for participating  nations.  Exchange rates between the participating  countries
were fixed and the Euro is available for electronic payments. Also on January 1,
1999,  various  issuers  re-denominated  their  securities and  harmonized  bond
payment  conventions.  A three-year  transition period began on January 1, 1999,
after which Euro notes and coins will be issued by the European Central Bank and
national currencies will be phased out.
         SSBH  completed a successful  conversion  to the Euro and has commenced
trading and settlement in the new currency with no major exceptions.
         As the preceding risks are largely interrelated,  so are SSBH's actions
to mitigate and manage them. SSBH's Chief Administrative  Officer is responsible
for,  among other things,  oversight of global  operations  and  technology.  An
essential  element in mitigating  the risks noted above is the  optimization  of
information  technology and the ability to manage and implement change. To be an
effective  competitor  in an  information-driven  business  of a  global  nature
requires the  development of global systems and databases that ensure  increased
and more timely access to reliable data.


                                       19
<PAGE>

         (e)  New  Accounting   Pronouncements   In  June  1998,  the  Financial
Accounting   Standards   Board  issued  SFAS  133,   Accounting  for  Derivative
Instruments  and Hedging  Activities  ("SFAS  133").  SFAS 133 requires  that an
entity  recognize all  derivatives  in the statement of financial  condition and
measure those  instruments at fair value.  SFAS 133 is effective for fiscal year
beginning after June 15, 1999 SFAS 133 is expected to have no material impact on
the financial  statements  of the  Partnership  as all  commodity  interests are
recorded at fair value, with changes therein reported in the statement of income
and expenses.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
         Not Applicable.


                                       20
<PAGE>


25

Item 8.  Financial Statements and Supplementary Data.

            SALOMON SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L.P.
                        Statement of Financial Condition
                                December 31, 1998


                                     ASSETS

Cash . . . . . . . . . . . . . . . . . . . . . . . .  $2,000
                                                      ------

         Total assets  . . . . . . . . . . . . . . .  $2,000
                                                      ======



                                PARTNERS' CAPITAL


Partners' Capital  . . . . . . . . . . . . . . . . .  $2,000
                                                      ------

         Total partners' capital . . . . . . . . . . .$2,000
                                                      ======



See Notes to Financial Statements





                                       21
<PAGE>


Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure.
         During the six months from the date the  Partnershp  was  organized and
any subsequent interim period, no independent  accountant who was engaged as the
principal  accountant  to  audit  the  Partnership's  financial  statements  has
resigned or was dismissed.
                                    PART III
Item 10.  Directors and Executive Officers of the Registrant.
         The  Partnership  has no  officers  or  directors  and its  affairs are
managed by its General Partner,  Smith Barney Futures Management Inc. Investment
decisions will be made by the Advisors. 
Item 11. Executive Compensation.
         The Partnership  has no directors or officers.  Its affairs are managed
by Smith Barney Futures Management Inc., its General Partner.  SSB, an affiliate
of the General Partner, is the commodity broker for the Partnership and receives
brokerage  commissions for such services, as described under "Item 1. Business."
No brokerage  commissions  were paid in 1998. No  management  fees and incentive
fees were paid in 1998. 

Item 12. Security Ownership of Certain Beneficial Owners and Management.
            (a).Security ownership of certain beneficial owners.The  Partnership
                knows of no  person  who  beneficially  owns more than 5% of the
                Units outstanding.

                                       22
<PAGE>

            (b).Security  ownership  of  management.  Under  the  terms  of  the
                Limited  Partnership  Agreement,  the Partnership's  affairs are
                managed by the General Partner.  The General Partner owns 1 Unit
                of general partnership  interest equivalent to 1 Unit of Limited
                Partnership Interest as of December 31, 1998.
            (c). Changes in control. None.
Item 13.  Certain Relationship and Related Transactions.
         Salomon  Smith  Barney Inc. and Smith Barney  Futures  Management  Inc.
would be considered  promoters  for purposes of item 404 (d) of Regulation  S-K.
The nature and the amounts of  compensation  each promoter will receive from the
Partnership  are set forth  under  "Item 1.  Business"  and "Item 11.  Executive
Compensation."
                                     PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
         (a) (1)  Financial Statements:
                  Statement of Financial Condition at December 31, 1998.
             (2)  Financial Statement Schedules: Financial Data
                  Schedule for the year ended December 31, 1998.
             (3)  Exhibits:

            3.1 - Limited  Partnership  Agreement  (filed as Exhibit  3.1 to the
                Registration  Statement  on Form S-1  (File  No.  333-61961  and
                incorporated herein by reference).

                                       23
<PAGE>


            3.2 - Certificate of Limited Partnership of the Partnership as filed
                in the office of the Secretary of State of the State of New York
                on June 15,  1998  (filed  as  Exhibit  3.2 to the  Registration
                Statement  on Form S-1 (File  No.  333-61961)  and  incorporated
                herein by reference).

            10.1- Customer  Agreement  between the  Partnership and Smith Barney
                (filed as Exhibit 10.1 to the Registration Statement on Form S-1
                (File No. 333-61961) and incorporated herein by reference).

            10.3- Escrow  Instructions  relating to escrow of subscription funds
                (filed as Exhibit 10.3 to the Registration Statement on Form S-1
                (File No. 333-61961) and incorporated herein by reference).

            10.5-  Management  Agreement  among  the  Partnership,  the  General
                Partner and Campbell & Company,  Inc.  (filed as Exhibit 10.5 to
                the Registration  Statement on Form S-1 (File No. 333-61961) and
                incorporated herein by reference).

            10.5- Management Agreement among the Partnership, the eneral Partner
                and Eagle Trading  Systems,  Inc.  (filed as Exhibit 10.6 to the
                Registration  Statement  on Form S-1  (File No.  333-61961)  and
                incorporated herein by reference).

                                       24
<PAGE>


            10.7-  Management  Agreement  among  the  Partnership,  the  General
                Partner and Eckhardt  Trading  Company (filed as Exhibit 10.7 to
                the Registration  Statement on Form S-1 (File No. 333-61961) and
                incorporated herein by reference).

            10.8-  Management  Agreement  among  the  Partnership,  the  General
                Partner and Rabar Market  Research (filed as Exhibit 10.8 to the
                Registration  Statement  on Form S-1  (File No.  333-61961)  and
                incorporated herein by reference).

          (b)  Reports on 8-K:   None Filed.


                                       25
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York and State of New York on the 31st day of March 1999.


SMITH BARNEY DIVERSIFIED FUTURES FUND L.P.


By:      Smith Barney Futures Management Inc.
         (General Partner)



By       /s/        David J. Vogel
         David J. Vogel, President & Director


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated


/s/     David J. Vogel                      /s/     Jack H. Lehman III
David J. Vogel,                             Jack H. Lehman III
Director, Principal Executive               Chairman and Director
Officer and President



/s/      Michael Schaefer                    /s/    Daniel A. Dantuono
Michael Schaefer                            Daniel A. Dantuono
Director                                    Treasurer, Chief Financial
Officer and Director



/s/ Daniel R. McAuliffe, Jr.                /s/ Steve J. Keltz
Daniel R. McAuliffe, Jr.                    Steve J. Keltz
Director                                    Secretary and Director




/s/   Shelley Ullman
Shelley Ullman


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